SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 1997
Commission File Number: 1-9164
Freeport-McMoRan Resource Partners, Limited Partnership
Organized in Delaware 72-1067072
(IRS Employer Identification No.)
1615 Poydras Street, New Orleans, Louisiana 70112
Registrant's telephone number, including area code: (504) 582-4000
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days. Yes X No__
<PAGE> 1
FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP
TABLE OF CONTENTS
Page
Part I. Financial Information
Financial Statements:
Condensed Balance Sheets 3
Statements of Income 4
Statements of Cash Flow 5
Notes to Financial Statements 6
Remarks 6
Report of Independent Public Accountants 7
Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Part II. Other Information 12
Signature 13
Exhibit Index E-1
<PAGE> 2
FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements.
FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP
CONDENSED BALANCE SHEETS (Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
---------- ----------
<S> (In Thousands)
ASSETS <C> <C>
Current assets:
Cash and cash equivalents $ 5,043 $ 19,395
Accounts receivable 73,610 70,598
Inventories 159,238 141,158
Prepaid expenses and other 3,517 4,845
---------- ----------
Total current assets 241,408 235,996
Property, plant and equipment, net 901,170 919,237
Other assets 46,675 44,545
---------- ----------
Total assets $1,189,253 $1,199,778
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued
liabilities $ 134,954 $ 146,939
Long-term debt, less current portion 422,973 403,030
Reclamation and mine shutdown
reserves 98,574 96,135
Accrued postretirement benefits and
other liabilities 186,864 194,026
Partners' capital 345,888 359,648
---------- ----------
Total liabilities and partners'
capital $1,189,253 $1,199,778
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE> 3
FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP
STATEMENTS OF INCOME (Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------------
1996 1997
---------- -----------
(In Thousands,
Except Per Unit Amounts)
<S> <C> <C>
Revenues $ 211,770 $ 256,661
Cost of sales:
Production and delivery 146,519 169,684
Depreciation and amortization 8,476 10,934
---------- ----------
Total cost of sales 154,995 180,618
Gain on IMC-Agrico investment - (11,917)
Exploration expenses 6,222 -
General and administrative expenses 12,445 16,499
---------- ----------
Total costs and expenses 173,662 185,200
---------- ----------
Operating income 38,108 71,461
Interest expense, net (8,501) (8,205)
Other income (expense), net (375) (595)
---------- ----------
Net income $ 29,232 $ 62,661
========== ==========
Net income per unit $.28 $.61
==== ====
Average units outstanding 103,466 103,466
======= =======
Distributions paid per publicly
held unit $.60 $.625
==== =====
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE> 4
FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOW (Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------------------
1997 1996
---------- ----------
(In Thousands)
<S> <C> <C>
Cash flow from operating activities:
Net income $ 29,232 $ 62,661
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 8,476 10,934
Gain on IMC-Agrico investment - (11,917)
Oil and gas exploration expenses 6,222 -
Cash distributions from IMC-Agrico
in excess of interest in capital 12,341 11,777
Reclamation and mine shutdown
expenditures (4,729) (2,411)
(Increase) decrease in working
capital:
Accounts receivable (2,832) 9,530
Inventories (18,080) (15,389)
Prepaid expenses and other 1,329 1,739
Accounts payable and accrued
liabilities (10,343) (2,509)
Other (2,873) 3,647
---------- ----------
Net cash provided by operating
activities 18,743 68,062
---------- ----------
Cash flow from investing activities:
Capital expenditures (10,047) (7,501)
Sale of assets and other - 4,000
---------- ----------
Net cash used in investing
activities (10,047) (3,501)
---------- ----------
Cash flow from financing activities:
Distributions to partners (42,991) (67,253)
Proceeds from debt 64,697 47,000
Repayments of debt (44,754) (190,740)
Proceeds from sale of 7% Senior
Notes - 147,831
---------- ----------
Net cash used in financing
activities (23,048) (63,162)
---------- ----------
Net increase (decrease) in cash
and cash equivalents (14,352) 1,399
Cash and cash equivalents at
beginning of year 19,395 22,508
---------- ----------
Cash and cash equivalents at
end of period $ 5,043 $ 23,907
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE> 5
FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
1. OIL AND GAS EXPLORATION AGREEMENT
In March 1997, Freeport-McMoRan Resource Partners, Limited Partnership
(FRP) entered into an agreement with McMoRan Oil & Gas Co. (MOXY), a
formerly owned affiliate of Freeport-McMoRan Inc., pursuant to which
FRP will acquire an interest in any of seven leases awarded on which
MOXY was the high bidder at the OCS Lease Sale 166 held in March 1997.
The high bids totaled $5.5 million. Awarding of the leases is subject
to approval by the Minerals Management Service, which is expected
during the second quarter of 1997. FRP will acquire a 50 percent
working interest ownership and will bear 60 percent of the associated
acquisition and exploration costs.
2. SRI LANKA PROJECT
In March 1997, FRP was reimbursed $2.9 million for previously incurred
expenses as a result of IMC-Agrico's participation in the potential
phosphate mine and upgrading project in Sri Lanka. This project would
be undertaken through a joint venture involving the Government of Sri
Lanka, IMC-Agrico and another party.
3. NORTH BAY JUNOP EXPLORATION CHARGE
In April 1997, FRP's 25 percent owned oil and gas exploration joint
venture with Phillips Petroleum Company and MOXY completed drilling of
its exploratory well on the North Bay Junop prospect, the second of
two high-risk, high-potential prospects which have been drilled within
the joint venture's project area in south Louisiana. The well reached
total depth but did not encounter commercial hydrocarbons in the
primary objective zones, resulting in a $6.2 million charge to
exploration expense.
4. RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for the first three months of
1997 and 1996 was 4.1 to 1 and 7.8 to 1, respectively. For this
calculation, earnings are income from continuing operations before
fixed charges. Fixed charges include interest and that portion of
rent deemed representative of interest.
-------------------
Remarks
The information furnished herein should be read in conjunction with
FRP's financial statements contained in its 1996 Annual Report to
unitholders included in its Annual Report on Form 10-K.
The information furnished herein reflects all adjustments which are,
in the opinion of management, necessary for a fair statement of the
results for the periods. All such adjustments are, in the opinion of
management, of a normal recurring nature.
<PAGE> 6
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of Freeport-McMoRan Resource
Partners, Limited Partnership:
We have reviewed the accompanying condensed balance sheet of Freeport-
McMoRan Resource Partners, Limited Partnership (the Partnership), a
Delaware Partnership, as of March 31, 1997, and the related statements
of operations and cash flow for the three-month periods ended March
31, 1997 and 1996. These financial statements are the responsibility
of the General Partner's management. We did not review the interim
financial information of IMC-Agrico Company (the Joint Venture). The
Partnership's share of the Joint Venture constitutes 50 percent of
total assets as of March 31, 1997, and 80 percent and 81 percent of
the Partnership's total revenues for the periods ended March 31, 1997
and 1996, respectively. Those statements were reviewed by other
accountants whose report covering their review has been furnished to
us.
We conducted our review in accordance with standards established by
the American Institute of Certified Public Accountants. A review of
interim financial information consists principally of applying
analytical procedures to financial data and making inquiries of
persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with
generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review and the report of other accountants, we are not
aware of any material modifications that should be made to the
financial statements referred to above for them to be in conformity
with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted
auditing standards, the balance sheet of Freeport-McMoRan Resource
Partners, Limited Partnership as of December 31, 1996, and the related
statements of operations, cash flow and changes in partners' capital
for the year then ended (not presented herein), and in our report
dated January 21, 1997, based on our audit and the report of other
auditors, we expressed an unqualified opinion on those financial
statements. In our opinion, the information set forth in the
accompanying condensed balance sheet as of December 31, 1996, is
fairly stated, in all material respects, in relation to the balance
sheet from which it has been derived.
ARTHUR ANDERSEN LLP
New Orleans, Louisiana
April 22, 1997
<PAGE> 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
OVERVIEW
Freeport-McMoRan Resource Partners, Limited Partnership (FRP), through
its subsidiaries and joint venture operations, is one of the world's
leading integrated phosphate fertilizer producers. FRP is a joint
venture partner in IMC-Agrico Company, the world's largest and one of
the lowest cost producers, marketers and distributors of phosphate
fertilizers. IMC-Agrico's business also includes the mining and sale
of phosphate rock and the production, marketing and distribution of
animal feed ingredients. FRP's Main Pass sulphur mine, offshore
Louisiana in the Gulf of Mexico, and its Culberson mine in Texas also
make FRP the largest producer of Frasch sulphur in the world. Main
Pass also contains proved oil reserves that FRP produces and sells for
the Main Pass joint venture.
The combined sulphur, phosphate mining and fertilizer production
operations provide FRP with the competitive advantages of vertical
integration and operating efficiencies and reduce the sensitivity of
FRP's phosphate fertilizer costs to changes in raw material prices.
FRP also believes that the strategic location of IMC-Agrico's
fertilizer operations, both in Florida and on the Mississippi River,
provide it with a competitive advantage over other fertilizer
producers.
Management has been able to move forward on several growth
opportunities as follows:
* In March 1997, FRP, a significant consumer of natural gas in its
sulphur and fertilizer operations, entered into an agreement with
McMoRan Oil & Gas Co. (MOXY) pursuant to which FRP will acquire an
interest in any of seven leases awarded on which MOXY was the high
bidder at the OCS Lease Sale 166 held in March 1997. The high bids
totaled $5.5 million. Awarding of the leases is subject to approval
by the Minerals Management Service, which is expected during the
second quarter of 1997. FRP will acquire a 50 percent working
interest ownership and will bear 60 percent of the associated
acquisition and exploration costs. FRP will consider opportunities
for further oil and gas investments, including activities involving
MOXY. These future investments may be significant.
* In March 1997, FRP was reimbursed $2.9 million for previously
incurred expenses as a result of IMC-Agrico's participation in the
potential phosphate mine and upgrading project in Sri Lanka. This
project would be undertaken through a joint venture involving the
Government of Sri Lanka, IMC-Agrico and another party. Because of the
strategic location of this project in close proximity to Asian
customers, it would have potentially favorable economic competitive
advantages. Project evaluation continues.
RESULTS OF OPERATIONS
First Quarter
-----------------------
1997 1996
---------- ----------
(In Millions)
Revenues $ 211.8 $ 256.7
Operating income 38.1 71.5
Net income 29.2 62.7
FRP's operating results for the 1997 period were adversely affected
lower average realizations on its phosphate fertilizer, phosphate rock
and sulphur sales, as well as reduced production and sales volumes for
phosphate fertilizer, phosphate rock and oil. The current quarter
also includes a $6.2 million charge for oil and gas exploration costs
and a $2.9 million credit for reimbursement of previously incurred
expenses as a result of IMC-Agrico's participation in a potential
phosphate mine and upgrading project in Sri Lanka. The 1996 period
included an $11.9 million gain from the increase in FRP's ownership of
IMC-Agrico and charges totaling $3.0 million for asset valuations at
IMC-Agrico.
Depreciation and amortization for the current quarter decreased
$2.5 million from the 1996 period amount. This reduction is
attributable primarily to a decline in unit-of-production depreciation
of $1.9 million from Main Pass oil operations and $0.4 million from
sulphur activities caused by lower volumes.
General and administrative expenses for the 1997 period declined
$4.1 million from the 1996 period. A majority of the decrease related
to higher stock appreciation rights costs charged by Freeport-McMoRan
Inc. (FTX) in 1996.
<PAGE> 8
Agricultural Minerals Operations - FRP's agricultural minerals
operations, which include its fertilizer and phosphate rock operations
(conducted through IMC-Agrico) and its sulphur business, reported
first-quarter 1997 operating income of $42.5 million on revenues of
$203.2 million compared with operating income of $76.2 million on
revenues of $247.2 million for the 1996 period. Significant items
impacting operating income follow (in millions):
Agricultural minerals operating income -1996 $ 76.2
----------
Increases (decreases):
Sales volumes (18.8)
Realizations (24.4)
Other (0.8)
----------
Revenue variance (44.0)
Cost of sales 21.0 a
Gain on IMC-Agrico investment (11.9)
General and administrative 1.2
----------
(33.7)
----------
Agricultural minerals operating income -1997 $ 42.5
==========
a. Includes a reduction to depreciation of $7.1 million for the
first quarter of 1997 and 1996 caused by FRP's disproportionate
interest in IMC-Agrico cash distributions. The 1996 period also
includes $3.0 million of asset valuation charges from IMC-Agrico.
FRP's 1997 phosphate fertilizer sales volumes declined 11 percent
from the 1996 period. IMC-Agrico's realization for diammonium
phosphate (DAP), its principal fertilizer product, averaged 13 percent
lower than in the 1996 period (although the 1997 quarter was virtually
unchanged from the prior quarter) as the year-ago quarter benefited
from a tight supply/demand situation. Domestic shipments during the
first quarter of 1997 were hampered by unfavorable planting and
shipping conditions caused by the unusually wet conditions in the
Midwest. Export shipments fell marginally despite IMC-Agrico's
shipping significant tonnage to China under a recently negotiated two-
year sales agreement. IMC-Agrico resumed full production at its New
Wales, Florida facility in April 1997 in response to strengthening
demand associated with the domestic spring season and recently
announced new international sales. Expectations for higher corn and
soybean acreage this spring, coupled with rising commodity prices,
bode well for increased domestic phosphate fertilizer sales in the
second quarter. Unit production costs for DAP declined approximately
5 percent from the year-ago quarter as a result of reduced phosphate
rock, sulphur and processing costs. Unit costs for the near term will
benefit from a decline in ammonia prices which occurred during the
first quarter of 1997; ammonia prices show indications of further
weakness in the Gulf Coast region.
The long-term outlook for the phosphate fertilizer industry
remains very positive. Increasing world population and improving
diets in developing countries, combined with historically low grain
stocks, necessitate greater agricultural output, which will require
higher fertilizer use. Strong demand growth projected in Asia and
Latin America is expected to require additional supplies beyond the
global industry's current production capability. Additionally, FRP
believes higher prices and operating margins are required before new
major phosphate projects are initiated. However, weather and
government policies will continue to cause annual fluctuations in the
overall agricultural and fertilizer supply and demand situation, as
witnessed over the past year.
FRP's 1997 phosphate rock sales volumes declined 16 percent from
the 1996 period level, with IMC-Agrico continuing to limit third party
sales in order to maximize the long-term value of its reserves through
internal use. This strategy is expected to result in lower sales
volumes of phosphate rock for 1997. Reduced sales volumes and lower
realizations contributed to decreased earnings from phosphate rock
operations.
Sulphur sales volumes in the current quarter were virtually
unchanged from the 1996 period. FRP has operated its Main Pass and
Culberson mines at reduced rates since March 1996 in response to lower
domestic sulphur sales to U.S. phosphate fertilizer producers.
Current quarter sulphur market prices were lower than in the year-ago
period, although up slightly from the fourth quarter of 1996. Sulphur
prices continued to strengthen in the second quarter of 1997. FRP's
future sulphur sales
<PAGE> 9
volumes and realizations will continue to depend
on the level of demand from the domestic phosphate fertilizer industry
and the availability of competing supplies from recovered sources
Since FRP's sulphur consumption approximates its production, a change
in the market price of sulphur does not have a significant effect on
earnings. FRP continues to evaluate its sulphur business strategy in
light of the current sulphur market, including the possibility of
reducing its overall production levels.
First Quarter
------------------------
1997 1996
---------- ----------
Phosphate fertilizers -primarily DAP
Sales (short tons) 699,500 790,000
Average realized price a
All phosphate fertilizers $174.30 $197.08
DAP 178.21 205.56
Phosphate rock
Sales (short tons) 633,200 751,800
Average realized price a $23.64 $26.28
Sulphur
Sales (long tons) b 738,000 738,100
a. Represents average realization f.o.b. plant/mine.
b. Includes internal consumption of 197,700 tons and 186,000 tons
for the first quarter of 1997 and 1996, respectively.
Oil Operations - Main Pass oil operations achieved the following:
First Quarter
------------------------
1997 1996
---------- ----------
Sales (barrels) 423,800 542,200
Average realized price $20.11 $17.45
Operating income (in millions) 2.7 2.2
Main Pass operating income for the 1997 period benefited from an
increase in average realizations caused by higher world oil prices.
Net production for 1997 is expected to decline slightly from 1996
levels, as increased drilling activities at Main Pass are expected to
generate production sufficient to partially offset declining reservoir
production.
In April 1997, FRP's 25 percent owned oil and gas exploration
joint venture with Phillips Petroleum Company and MOXY completed
drilling of an exploratory well on the North Bay Junop prospect, the
second of two high-risk, high-potential prospects which have been
drilled within the joint venture's project area in south Louisiana.
The well reached total depth but did not encounter commercial
hydrocarbons in the primary objective zones, resulting in a $6.2
million charge to exploration expense. FRP is currently reviewing
several alternatives regarding the shallower potentially productive
zones encountered by this well, as well as evaluating other leads for
drilling additional wells within the project area which have been
identified by 3-D seismic survey.
CAPITAL RESOURCES AND LIQUIDITY
On April 22, 1997, FRP declared a distribution of 31 cents per unit.
This cash distribution represents the first distribution following the
end of the public unitholders' preference period. FRP's distributable
cash is now shared ratably by FRP's public unitholders and FTX, except
that FTX will be entitled to receive its unpaid cash distributions
from previous quarters ($431.3 million unpaid at April 22, 1997) from
one-half of the quarterly distributable cash after the payment of 60
cents per unit to all FRP unitholders.
FRP's future distributions will depend on the distributions
received from IMC-Agrico, on the cash flow generated from FRP's
sulphur and Main Pass oil operations, the cash requirements of its
expanding oil and gas exploration activities, and on the level of and
methods of financing its capital expenditure needs, including
reclamation and growth projects. FRP's distributable cash in April
1997 included $43.2 million from IMC-Agrico. Future distributions
from IMC-Agrico will depend primarily on the phosphate fertilizer
market, discussed earlier, and FRP's share of IMC-Agrico cash
distributions (Current Interest). FRP's Current Interest is 54.35
percent until June 30, 1997 and declines to 41.45 percent thereafter.
<PAGE> 10
Net cash provided by operating activities during the first
quarter of 1997 was $18.7 million, compared with $68.1 million in the
1996 period, primarily reflecting lower earnings. Capital
expenditures for the 1997 period were up slightly from the year-ago
level, and are currently estimated to approximate $60 million for
1997. FRP believes that its short-term cash requirements will be met
from internally generated funds and borrowings under its credit
facility ($236.0 million of additional borrowings available at April
18, 1997).
CAUTIONARY STATEMENT
Management's discussion and analysis contains forward-looking
statements regarding sales and production volumes, capital
expenditures, product markets, etc. Important factors that might
cause future results to differ from these projections are described in
more detail under the heading "Cautionary Statement" in FRP's Form 10-
K for the year ended December 31, 1996.
-------------------------------
The results of operations reported and summarized above are not
necessarily indicative of future operating results.
<PAGE> 11
FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) The exhibits to this report are listed in the Exhibit
Index appearing on page E-1 hereof.
(b) No reports on Form 8-K were filed by the registrant
during the quarter for which this report is filed.
<PAGE> 12
FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
FREEPORT-McMoRan RESOURCE PARTNERS,
LIMITED PARTNERSHIP
(A Limited Partnership)
By: /s/ Nancy D. Bonner
-------------------------
Nancy D. Bonner
Vice President and Controller
(Authorized signatory and
Principal Accounting Officer)
Date: April 29, 1997
<PAGE> 13
FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP
EXHIBIT INDEX
-------------
Exhibit
Number
- ------
3.1 Amended and Restated Agreement of Limited Partnership of FRP
dated as of May 29, 1987 (the "FRP Partnership Agreement") among FTX,
Freeport Phosphate Rock Company and Geysers Geothermal Company, as
general partners, and Freeport Minerals Company ("FMC"), as general
partner and attorney-in-fact for the limited partners, of FRP.
Incorporated by reference to Exhibit B to the Prospectus dated May 29,
1987 included in FRP's Registration Statement on Form S-1, as amended,
as initially filed with the Commission on May 29, 1987 (Registration
No. 33-13513).
3.2 Amendment to the FRP Partnership Agreement dated as of December
16, 1988 effected by FMC, as Administrative Managing General Partner,
and FTX, as General Partner of FRP. Incorporated by reference to
Exhibit 3.2 to the Annual Report on Form 10-K of FRP for the fiscal
year ended December 31, 1994.
3.3 Amendment to the FRP Partnership Agreement dated as of March 29,
1990 effected by FMC, as Administrative Managing General Partner, and
FTX, as Managing General Partner, of FRP. Incorporated by reference
to Exhibit 19.2 to the Quarterly Report on Form 10-Q of FRP for the
quarter ended March 31, 1990 (the "FRP 1990 First Quarter Form 10-Q").
3.4 Amendment to the FRP Partnership Agreement dated as of April 6,
1990 effected by FTX, as Administrative Managing General Partner of
FRP. Incorporated by reference to Exhibit 19.3 to the FRP 1990 First
Quarter Form 10-Q.
3.5 Amendment to the FRP Partnership Agreement dated as of January
27, 1992 between FTX, as Administrative Managing General Partner, and
FMRP, as Managing General Partner, of FRP. Incorporated by reference
to Exhibit 3.3 to the Annual Report on Form 10-K of FRP for the fiscal
year ended December 31, 1991 (the "FRP 1991 Form 10-K").
3.6 Amendment to the FRP Partnership Agreement dated as of October
14, 1992 between FTX, as Administrative Managing General partner, and
FMRP, as Managing General Partner, of FRP. Incorporated by reference
to Exhibit 3.4 to the Annual Report on Form 10-K of FRP for the fiscal
year ended December 31, 1992 (the "FRP 1992 Form 10-K").
3.7 Amended and Restated Certificate of Limited Partnership of FRP
dated June 12, 1986 (the "FRP Partnership Certificate"). Incorporated
by reference to Exhibit 3.3 to FRP's Registration Statement on Form
S-1, as amended, as initially filed with the Commission on June 20,
1986 (Registration No. 33-5561).
3.8 Certificate of Amendment to the FRP Partnership Certificate dated
as of January 12, 1989. Incorporated by reference to Exhibit 3.6 to
the Annual Report on Form 10-K for the fiscal year ended December 31,
1993 (the "FRP 1993 Form 10-K").
<PAGE> 14
EXHIBIT INDEX CONTINUED
-----------------------
Exhibit
Number
- ------
3.9 Certificate of Amendment to the FRP Partnership Certificate dated
as of December 29, 1989. Incorporated by reference to Exhibit 19.1 to
the FRP 1990 First Quarter Form 10-Q.
3.10 Certificate of Amendment to the FRP Partnership Certificate
dated as of April 12, 1990. Incorporated by reference to Exhibit 19.4
to the FRP 1990 First Quarter Form 10-Q.
4.1 Deposit Agreement dated as of June 27, 1986 (the "Deposit
Agreement") among FRP, The Chase Manhattan Bank, N.A. ("Chase") and
Freeport Minerals Company ("Freeport Minerals"), as attorney-in-fact
of those limited partners and assignees holding depositary receipts
for units of limited partnership interest in FRP ("Depositary
Receipts"). Incorporated by reference to Exhibit 28.4 to the Current
Report on Form 8-K of FTX dated July 11, 1986.
4.2 Resignation dated December 26, 1991 of Chase as Depositary under
the Deposit Agreement and appointment dated December 27, 1991 of
Mellon Bank, N.A. ("Mellon") as successor Depositary, effective
January 1, 1992. Incorporated by reference to Exhibit 4.5 to the FRP
1991 Form 10-K.
4.3 Service Agreement dated as of January 1, 1992 between FRP and
Mellon pursuant to which Mellon serves as Depositary under the Deposit
Agreement and Custodian under the Custodial Agreement. Incorporated
by reference to Exhibit 4.6 to the FRP 1991 Form 10-K.
4.4 Amendment to the Deposit Agreement dated as of November 18, 1992
between FRP and Mellon. Incorporated by reference to Exhibit 4.4 to
the FRP 1992 Form 10-K.
4.5 Form of Depositary Receipt. Incorporated by reference to Exhibit
4.5 to the FRP 1992 Form 10-K.
4.6 Custodial Agreement regarding the FRP Depositary unit
Reinvestment Plan among FTX, FRP and Chase, effective as of April 1,
1987 (the "Custodial Agreement"). Incorporated by reference to
Exhibit 19.1 to the Quarterly Report on Form 10-Q of FRP for the
quarter ended June 30, 1987.
4.7 FRP Depositary Unit Reinvestment Plan. Incorporated by reference
to Exhibit 4.4 to the FRP 1991 Form 10-K.
4.8 Second Amended and Restated Credit Agreement dated as of November
14, 1996 (the "FTX/FRP Credit Agreement") among FTX, FRP, the various
financial institutions that are parties thereto (the "Banks"), The
Chase Manhattan Bank (successor by merger to Chemical Bank) and The
Chase Manhattan Bank (National Association), as Administrative Agent,
FRP Collateral Agent, FTX Collateral Agent and Documentary Agent.
Incorporated by reference to Exhibit 4.8 to the Annual Report on Form
10-K of FRP for the fiscal year ended December 31, 1996.
<PAGE> 15
EXHIBIT INDEX CONTINUED
-----------------------
Exhibit
Number
- -------
4.9 Subordinated Indenture as of October 26, 1990 (the "Subordinated
Indenture") between FRP and Manufacturers Hanover Trust Company
("MHTC") as Trustee. Incorporated by reference to Exhibit 4.11 to the
FRP 1993 Form 10-K.
4.10 First Supplemental Indenture dated as of February 15, 1994
between FRP and Chemical Bank, as Successor to MHTC, as Trustee, to
the Subordinated Indenture providing for the issuance of $150,000,000
of aggregate principal amount of 8 3/4% Senior Subordinated Notes due
2004. Incorporated by reference to Exhibit 4.12 to the FRP 1993 Form
10-K.
4.11 Form of Senior Indenture (the "Senior Indenture") from FRP
to Chemical Bank, as Trustee. Incorporated by reference to Exhibit
4.1 to the Current Report on Form 8-K of FRP dated February 13, 1996.
4.12 Form of Supplemental Indenture dated February 14, 1996 from
FRP to Chemical Bank, as Trustee, to the Senior Indenture providing
for the issuance of $150,000,000 aggregate principal amount of 7%
Senior Notes due 2008. Incorporated by reference to Exhibit 4.1 to
the Current Report on Form 8-K dated February 16, 1996 of FRP.
27.1 Financial Data Schedule
<PAGE> 16
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000793421
<NAME> FREEPORT-MCMORAN RESOURCE PARTNERS, LIMITED PARTNERSHIP
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 5,043
<SECURITIES> 0
<RECEIVABLES> 50,734
<ALLOWANCES> 0
<INVENTORY> 159,238
<CURRENT-ASSETS> 241,408
<PP&E> 1,832,078
<DEPRECIATION> 930,908
<TOTAL-ASSETS> 1,189,253
<CURRENT-LIABILITIES> 134,954
<BONDS> 422,973
0
0
<COMMON> 345,888
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1,189,253
<SALES> 211,770
<TOTAL-REVENUES> 211,770
<CGS> 154,995
<TOTAL-COSTS> 154,995
<OTHER-EXPENSES> 6,222
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,501
<INCOME-PRETAX> 29,232
<INCOME-TAX> 0
<INCOME-CONTINUING> 29,232
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 29,232
<EPS-PRIMARY> .28
<EPS-DILUTED> 0
</TABLE>
