SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Freeport-McMoRan Copper & Gold, Inc.
(Name of Issuer)
Gold-Denominated Preferred Stock, Series II, Par Value $0.10 per share
(Title of Class of Securities)
35671D881
(Cusip Number)
W. Robert Cotham
201 Main Street, Suite 2600
Fort Worth, Texas 76102
(817) 390-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 2, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
*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 Reporting Person owns none of the Depositary Shares.
<PAGE>
1. Name of Reporting Person:
CFW-C, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / /
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.0%
14. Type of Reporting Person: PN
<PAGE>
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 13D Statement dated October 25,
1996, as amended by Amendment No. 1 dated August 21, 1998, as amended by
Amendment No. 2 dated June 9, 1999 (the "Schedule 13D"), relating to the
depositary shares representing 0.05 shares each of Gold-Denominated Preferred
Stock, Series II, par value $0.10 per share (the "Depositary Shares"), of
Freeport-McMoRan Copper & Gold, Inc. Unless otherwise indicated, all defined
terms used herein shall have the same meanings respectively ascribed to them in
the Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as follows:
(a)
Reporting Person
CFW-C
CFW-C is not the beneficial owner of any Depositary Shares.
Controlling Persons
TMT
TMT is not the beneficial owner of any Depositary Shares.
Taylor
Taylor is not the beneficial owner of any Depositary shares.
To the best of the knowledge of the Reporting Person, other than as set
forth above, none of the persons named in Item 2 herein is the beneficial owner
of any Depositary Shares.
(b)
Reporting Person
CFW-C
CFW-C has no power to vote or to direct the vote or to dispose or to
direct the disposition of any Depositary Shares.
Controlling Persons
TMT
TMT has no power to vote or to direct the vote or to dispose or to
direct the disposition of any Depositary Shares.
Taylor
Taylor has no power to vote or to direct the vote or to dispose or to
direct the disposition of any Depositary Shares.
(c) Since the last filing, the Reporting Person has effected the following
transactions in the Depositary Shares:
DATE NO. OF SHARES PRICE PER SHARE
SOLD
07/02/99 340,000 $12.87
07/02/99 337,700 12.87
Except as set forth in this paragraph (c), to the best of the knowledge
of the Reporting Person, none of the persons named in response to paragraph (a)
has effected any transactions in Depositary Shares since the last filing.
(d) The Reporting Person affirms that no person other than such
Reporting Person has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Depositary Shares owned by
such Reporting Person.
(e) On July 2, 1999, the Reporting Person ceased to be the beneficial
owner of 5% or more of the outstanding Depositary Units.
<PAGE>
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 7, 1999
CFW-C, L.P.
By: Thomas M. Taylor & Co.,
managing general partner
By: /s/ A.A. Butler
A.A. Butler, Vice President
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement and Power of Attorney pursuant to Rule 13d-1(k)(1)(iii),
previously filed.
99.2 Agreement and Power of Attorney pursuant to Rule 13d-1(k)(1)(iii),
previously filed.
