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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 2, 1998
Phosphate Resource
Partners Limited Partnership
Delaware 1-9164 72-1067072
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation or Number)
organization)
2100 Sanders Road, Northbrook, Illinois 60062
Registrant's telephone number, including area code:
(847) 272-9200
FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP
(Former Name)
Freeport-McMoRan Resource Partners, Limited Partnership
Item 4. Changes in Registrant's Certifying Accountant
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The final sentence of paragraph 2 of Item 4 of the registrant's
Current Report on Form 8-K filed with the Securities and Exchange Commission on
December 24, 1997 is hereby amended and restated to read as follows:
During FRP's two most recent fiscal years and the interim period ended
December 22, 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) (l) (v) of Regulation S-K).
The registrant has presented a copy of this Form 8-K/A 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 the registrant in this Form 8-K/A is filed as an exhibit
to this Form 8-K/A.
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.
PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP
(formerly known as FREEPORT-McMoRan RESOURCE
PARTNERS, LIMITED PARTNERSHIP)
By: /s/ Lynn F. White
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Lynn F. White, Duly Authorized Signer
IMC Global Inc., as Administrative
Managing General Partner
Date: February 4, 1998
Exhibit Index
Sequentially
Numbered
Number Exhibit Page
99.1 Letter of Arthur Andersen LLP.
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[Arthur Andersen Letterhead]
February 2, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We have read Item 4, as amended, included in the attached Form 8-K/A dated
February 2, 1998 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
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