SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G**
Under the Securities Exchange Act of 1934
(Amendment No. )*
Freeport-McMoRan Copper & Gold, Inc.
(Name of Issuer)
Gold-Denominated Preferred Stock, Par Value $0.10 per share
(Title of Class of Securities)
35671D600
(Cusip Number)
June 30, 1998
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
**The total number of shares reported herein is 358,000 depositary shares, each
representing 0.05 shares of Gold-Denominated Preferred Stock, (the "Depositary
Shares"), which constitutes approximately 6.0% of the total number of Depositary
Shares outstanding. All ownership percentages set forth herein assume that
there are 6,000,000 Depositary Shares outstanding.
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1. Name of Reporting Person:
The Bass Management Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 58,050 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 58,050 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
58,050
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 1.0%
12. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through its sole trustee, Perry R. Bass
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1. Name of Reporting Person:
Sid R. Bass Management Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 150,000 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 150,000 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
150,000
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 2.5%
12. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through one of its trustees, Sid R. Bass.
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1. Name of Reporting Person:
Lee M. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Citizenship or Place of Organization: USA
5. Sole Voting Power: 149,950
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 149,950
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
149,950
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 2.5%
12. Type of Reporting Person: IN
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Item 1(a). Name of Issuer.
The name of the issuer is Freeport-McMoRan Copper & Gold, Inc. (the
"Issuer").
Item 1(b) Address of Issuer's Principal Executive Offices.
The principal executive offices of the Issuer are located at 1615 Poydras
Street, New Orleans, Louisiana 70112.
Item 2(a). Names of Persons Filing.
Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby file this Schedule 13G Statement on behalf of The
Bass Management Trust ("BMT"), Sid R. Bass Management Trust ("SRBMT") and Lee
M. Bass ("LMB"). Additionally, information is included herein with respect to
the following persons (collectively, the "Controlling Persons"): Perry R. Bass
("PRB"), Nancy L. Bass ("NLB") and Sid R. Bass ("SRB"). BMT, SRBMT and LMB are
sometimes hereinafter collectively referred to as the "Reporting Persons". The
Reporting Persons and the Controlling Persons are sometimes hereinafter
collectively referred to as the "Item 2 Persons."
Item 2(b). Address of Principal Business Office, or if None, Residence.
The address of the principal business office or residence of each of the
Item 2 Persons is as follows:
PRINCIPAL BUSINESS OR
NAME RESIDENCE ADDRESS
BMT 201 Main Street,
Suite 2700
Fort Worth, Texas 76102
SRBMT 201 Main Street,
Suite 2700
Fort Worth, Texas 76102
LMB 201 Main Street,
Suite 2700
Fort Worth, Texas 76102
PRB 201 Main Street,
Suite 2700
Fort Worth, Texas 76102
NLB 45 Westover Road
Fort Worth, Texas 76107
SRB 201 Main Street,
Suite 2700
Fort Worth, Texas 76102
Item 2(c). Citizenship.
All of the natural persons identified in Item 2(a) are citizens of the
United States of America.
Item 2(d). Title of Class of Securities.
This statement relates to depositary shares representing 0.05 shares each
of Gold-Denominated Preferred Stock, par value $0.10 per share (the "Depositary
Shares"), of the Issuer.
Item 2(e). CUSIP Number.
The CUSIP Number of the shares is 35671D600.
Item 3. Filing Pursuant to Rules 13d-1(b) or 13(d)-2(b).
If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13(d)-
2(b) or (c), check whether person filing is a:
(a) / / Broker or dealer registered under Section 15 of the Act (15 U.S.C.
78o);
(b) / / Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) / / Insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c);
(d) / / Investment company registered under Section 8(a) of the Investment
Company Act of 1940 (15 U.S.C. 80a-8);
(e) / / An investment adviser in accordance with Section 240.13d-
1(b)(1)(ii)(E);
(f) / / An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G);
(h) / / A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) / / A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
(j) / / A group in accordance with Section 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Section 240.13d-1(c), check this
box /X/.
Item 4. Ownership.
(a) - (b)
Reporting Persons
BMT
The aggregate number of Depositary Shares that BMT owns beneficially,
pursuant to Rule 13d-3 of the Act, is 58,050, which constitutes approximately
1.0% of the outstanding Depositary Shares.
SRBMT
The aggregate number of Depositary Shares that SRBMT owns beneficially,
pursuant to Rule 13d-3 of the Act, is 150,000, which constitutes approximately
2.5% of the outstanding Depositary Shares.
LMB
The aggregate number of Depositary Shares that LMB owns beneficially,
pursuant to Rule 13d-3 of the Act, is 149,950, which constitutes approximately
2.5% of the outstanding Depositary Shares.
Controlling Persons
PRB
Because of his positions as sole trustee and as a trustor of BMT, PRB may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
58,050 Depositary Shares, which constitutes approximately 1.0% of the
outstanding Depositary Shares.
NLB
Because of her position as a trustor of BMT, NLB may, pursuant to Rule 13d-
3 of the Act, be deemed to be the beneficial owner of 58,050 Depositary Shares,
which constitutes approximately 1.0% of the outstanding Depositary Shares.
SRB
Because of his positions as a trustee and the sole trustor of SRBMT and by
virtue of his power to revoke same, SRB may, pursuant to Rule 13d-3 of the Act,
be deemed to be the beneficial owner of 150,000 Depositary Shares, which
constitutes approximately 2.5% of the outstanding Depositary Shares.
To the best of the knowledge of the Reporting Persons, other than as set
forth above, none of the persons named in Item 2 herein is the beneficial owner
of any Depositary Shares.
(c)
Reporting Persons
BMT
Acting through its Trustee, BMT has the sole power to vote or to direct the
vote and to dispose or to direct the disposition of 58,050 Depositary Shares.
SRBMT
Acting through one of its Trustees and its sole Trustor, SRBMT has the sole
power to vote or to direct the vote and to dispose or to direct the disposition
of 150,000 Depositary Shares.
LMB
LMB has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 149,950 Depositary Shares.
Controlling Persons
PRB
In his capacity as Trustee of BMT, PRB has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 58,050 Depositary
Shares.
NLB
NLB has no power to vote or to direct the vote or to dispose or to direct
the disposition of any Depositary Shares.
SRB
Because of his position as a Trustee and the sole Trustor of SRBMT and by
virtue of his power to revoke same, SRB has the sole power to vote or to direct
the vote and to dispose or to direct the disposition of 150,000 Depositary
Shares.
Item 5. Ownership of 5 Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
No person other than the Item 2 Persons has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the shares owned by them.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or effect.
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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.
DATED: July 9, 1998
By: /s/ W. R. Cotham
W. R. Cotham,
Attorney-in-Fact for:
THE BASS MANAGEMENT TRUST (1)
SID R. BASS MANAGEMENT TRUST (2)
LEE M. BASS (3)
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of The Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Sid R. Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Lee M. Bass previously has been filed with the Securities and
Exchange Commission.
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement and Power of Attorney pursuant to Rule 13d-1(k)(1)(iii),
filed herewith.
Exhibit 99.1
1. Joint Filing. Pursuant to Rule 13d-1(k)(1)(iii) of Regulation
13D-G of the General Rules and Regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended, the
undersigned agrees that the statement to which this Exhibit is attached is filed
on behalf of each of them in the capacities set forth below.
2. Power of Attorney. Know all persons by these presents that each
person whose signature appears below constitutes and appoints W. R. Cotham, Mark
L. Hart, Jr. and William P. Hallman, Jr., and each of them, as his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities, to sign any and all amendments to the Schedule 13G
(including, without limitation, any initial or amended filing on Schedule 13D)
and any reports filed pursuant to Section 16 of the Securities Exchange Act of
1934, filed on behalf of each of them with respect to their beneficial ownership
of Freeport-McMoRan Copper & Gold, Inc., and to file the same, with all exhibits
thereto and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or such person or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
DATED: July 9, 1998
By: /s/ W. R. Cotham
W. R. Cotham,
Attorney-in-Fact for:
THE BASS MANAGEMENT TRUST (1)
SID R. BASS MANAGEMENT TRUST (2)
LEE M. BASS (3)
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of The Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Sid R. Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Lee M. Bass previously has been filed with the Securities and
Exchange Commission.
