SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 22, 1997
FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP
Delaware 1-9164 72-1067072
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation or Number)
organization)
1615 Poydras Street, New Orleans, Louisiana 70112
Registrant's telephone number, including area code:
(504) 582-4000
Freeport-McMoRan Resource Partners, Limited Partnership
Item 1. Changes in Control of Registrant.
---------------------------------
On December 22, 1997 Freeport-McMoRan Inc. (FTX), 51.6 percent
owner and Administrative Managing General Partner of Freeport-McMoRan
Resource Partners, Limited Partnership (FRP), merged into IMC Global Inc.
(IGL), with IGL as the surviving entity (the Merger). As a result, IGL
assumed 51.6 percent ownership and became Administrative Managing General
Partner of FRP under the limited partnership agreement of FRP.
As consideration for the Merger FTX stockholders received, for
each share of FTX common stock: (a) 0.9 shares of IGL common stock; (b) one-
third of a warrant to purchase one share of IGL common stock for $44.50,
expiring December 22, 2000; and (c) approximately 0.2 of a share of common
stock of Freeport-McMoRan Sulphur Inc., a newly-formed corporation to which
the sulphur business and certain oil and gas assets owned by FTX and IGL
have been transferred. The aggregate value of the merger consideration to
be received by FTX shareholders, based on values at the announcement of the
Merger August 26, 1997, was approximately $900 million .
Item 4. Changes in Registrant's Certifying Accountant
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As a result of the Merger, Arthur Andersen LLP has been replaced as
the principal independent auditor of FRP. Effective December 22, 1997,
Ernst & Young LLP has been engaged by FRP to serve as the independent
auditor of FRP's financial statements.
The report of Arthur Andersen LLP on the financial statements of FRP
for the past two years, which expressed reliance on certain audit work
performed by Ernst & Young LLP relative to FRP's Joint Venture Interest in
IMC-Agrico Company, did not contain an adverse opinion or a disclaimer of an
opinion and was not qualified or modified as to uncertainty, audit scope or
accounting principles. During FRP's two most recent fiscal years and the
interim period ended September 30, 1997, (i) there were no disagreements
with Arthur Andersen LLP on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure and
(ii) there were no "reportable events" (as defined in Rule 304(a)(1)(v) of
Regulation S-K).
FRP has presented a copy of this Form 8-K to Arthur Andersen LLP prior
to the date hereof. The letter of Arthur Andersen LLP addressed to the
Securities and Exchange Commission stating that it agrees with the
statements made by FRP in this Form 8-K is filed as an exhibit to this Form
8-K.
Item 7. Financial Statements and Exhibits
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(c) Exhibits. The exhibits to this report are listed in the
Exhibit Index on page E-1 hereof.
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
By: /s/ Lynn F. White
-------------------------------------
Lynn F. White, Duly Authorized Signer
IMC Global Inc., as Administrative
Managing General Partner
Date: December 24, 1997
Exhibit Index
Sequentially
Numbered
Number Exhibit Page
99.1 News Release of FTX dated January 22, 1997.
99.2 Letter of Arthur Andersen LLP.
Freeport-McMoRan Inc.
P.O. Box 61119
New Orleans, Louisiana 70161
NEWS RELEASE
NYSE Common Stock Symbol "FTX"
Financial Contacts: Media Contact:
Chris D. Sammons Craig E. Saporito Garland Robinette
(504)582-4474 (504)582-4476 (504) 582-1627
FREEPORT-McMoRan INC. ANNOUNCES
MERGER WITH IMC GLOBAL INC. EFFECTIVE TODAY
NEW ORLEANS, LA., December 22, 1997 - Freeport-McMoRan
Inc. (NYSE: FTX) announced today that its stockholders at a
special meeting approved the merger of FTX and IMC Global Inc.
(NYSE: IGL), with IGL as the surviving entity. The merger is
effective today, December 22, 1997, and FTX will cease trading
on the New York Stock Exchange at the close of business today.
As previously announced, the terms of the merger provide
that each FTX stockholder receives, for each share of FTX
common stock, 0.90 of a share of IGL common stock and one-third
of a warrant to purchase IGL common stock. Each whole warrant,
which will expire on December 22, 2000, will entitle the holder
to purchase one share of IGL common stock at an exercise price
of $44.50 per share. Each FTX stockholder also receives, for
each share of FTX common stock, as part of the merger
consideration, approximately 0.2 of a share of a newly formed
company, Freeport-McMoRan Sulphur Inc. (NYSE: FSC).
Immediately prior to the IGL-FTX merger, the sulphur businesses
of IGL and Freeport-McMoRan Resource Partners, Limited
Partnership (NYSE: FRP), were transferred to FSC. FSC shares
are being distributed to FRP unitholders and FTX stockholders
on a pro rata basis and are being listed and will begin trading
on the New York Stock Exchange under the symbol "FSC" on
December 23, 1997. As a result of the merger, IGL has become
the administrative managing general partner of FRP.
The exchange agent for FTX shares, American Stock Transfer
& Trust Company, will deliver IGL stock certificates, IGL
warrant certificates and FSC ownership statements (Direct
Registration Statements) to the FTX shareholders upon their
surrender of FTX stock certificates for exchange. Information
regarding the surrender of FTX shares to American Stock
Transfer & Trust Company will be mailed to each FTX stockholder
on or about December 31, 1997. Each FTX shareholder entitled
to receive fractional shares of IGL stock or FSC stock, or
fractional IGL warrants will receive cash in lieu of the
fractional interests.
FSC ownership statements (Direct Registration Statements)
will be mailed to FRP unitholders on or about December 31,
1997. Each FRP unitholder entitled to receive a fractional
share of FSC common stock will receive cash in lieu of the
fractional share.
On December 23, 1997, FSC will begin operations as an
independent public company engaged in the mining, purchasing,
transporting, terminaling and marketing of sulphur, and the
production of related oil and gas reserves.
# # #
[Arthur Andersen Letterhead]
December 23, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We have read Item 4 included in the attached Form 8-K dated
December 23, 1997 of Freeport-McMoRan Resource Partners,
Limited Partnership to be filed with the Securities and
Exchange Commission and are in agreement with the statements
contained therein.
Very truly yours,
/s/ Arthur Andersen LLP
Enclosure
