SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G**
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
December 31, 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 440,000 depositary shares, each
representing 0.05 shares of Gold-Denominated Preferred Stock, (the "Depositary
Shares"), which constitutes approximately 7.3% 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: 57,800 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 57,800 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
57,800
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.1%
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: 191,125 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 191,125 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
191,125
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 3.2%
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: 191,075
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 191,075
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
191,075
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 3.2%
12. Type of Reporting Person: IN
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Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby amend their Schedule 13G Statement dated July 9, 1998
(the "Schedule 13G"), relating to the Depositary Shares. Unless otherwise
indicated, all defined terms used herein shall have the same meanings as those
set forth in the Schedule 13G.
Item 4. Ownership.
Item 4 is hereby amended and restated in its entirety as follows:
(a) - (b)
Reporting Persons
BMT
The aggregate number of Depositary Shares that BMT owns beneficially,
pursuant to Rule 13d-3 of the Act, is 57,800, which constitutes approximately
0.1% 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 191,125, which constitutes approximately
3.2% 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 191,075, which constitutes approximately
3.2% 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
57,800 Depositary Shares, which constitutes approximately 0.1% 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 57,800 Depositary Shares,
which constitutes approximately 0.1% 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 191,125 Depositary Shares, which
constitutes approximately 3.2% 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 57,800 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 191,125 Depositary Shares.
LMB
LMB has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 191,075 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 57,800 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 191,125 Depositary
Shares.
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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: February 5, 1999
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 authorizing W. R. Cotham, Mark L.
Hart, Jr., and William P. Hallman, Jr. to act on behalf of The Bass
Management Trust, the Sid R. Bass Management Trust and Lee M. Bass
previously filed.
