SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment #3
Freeport McMoRan Sulphur, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of class of securities)
35671R104
(CUSIP Number)
Peter A. Nussbaum, Esq.
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022
(212) 756-2000
(Name, address and telephone number of person authorized to
receive notices and communications)
August 31, 1998
(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 [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
* 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 35671R104 Page 2 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (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
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 35671R104 Page 3 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (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
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 35671R104 Page 4 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham International Advisors, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (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
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING
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%
14 TYPE OF REPORTING PERSON*
OO; IA
<PAGE>
SCHEDULE 13D
CUSIP No. 35671R104 Page 5 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners III, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (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
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING
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%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
Page 6 of 10 Pages
Item 1. Security and Issuer
This Amendment No. 3 amends and supplements the statement on Schedule 13D (the
"Statement") relating to the Common Stock, $.01 par value ("Common Stock"), of
Freeport McMoRan Sulphur Inc., a Delaware corporation (the "Company")
previously filed by Gotham Partners, L.P., a New York limited partnership
("Gotham"), Gotham Partners II, L.P., a New York limited partnership ("Gotham
II") and Gotham International Advisors, L.L.C., a Delaware limited liability
company ("Gotham Advisors"). Capitalized terms used and not defined in this
Amendment have the meanings set forth in the Statement.
Except as specifically provided herein, this Amendment does not modify
any of the information previously reported in the Statement.
Item 2 is hereby amended and restated in its entirety as follows.
Item 2. Identity and Background
This Statement is being filed by Gotham with respect to shares of Common Stock
owned by it, Gotham II with respect to shares of Common Stock owned by it,
Gotham Partners III, L.P., a New York limited partnership ("Gotham III") with
respect to shares of Common Stock owned by it and Gotham Advisors with respect
to shares of Common Stock owned by Gotham International. Gotham, Gotham II,
Gotham III and Gotham Advisors are together the "Reporting Persons".
Effective July 1, 1998, Gotham converted to a Section 3(c)(7) exempt entity
from a Section 3(c)(1) exempt entity under the Investment Company Act of 1940,
as recently amended (the "Act"). Gotham III was created in connection with
Gotham's conversion in order to provide an investment entity for those limited
partners of Gotham who did not meet the definition of a "qualified purchaser"
set forth in Section 2(a)(51) of the Act. Only "qualified purchasers" may
invest in Section 3(c)(7) exempt entities. Gotham distributed approximately
1.09% of its assets and liabilities to withdrawing limited partners, who
contributed such assets and liabilities to Gotham III in return for limited
partnership interest therein.
Each of Gotham, Gotham II and Gotham III was formed to engage in the buying
and selling of securities for investment for it's own account. Gotham
Advisors was formed for the purpose of providing a full range of investment
advisory services, including acting as the investment manager of one or more
investment funds or other similar entities, including Gotham International.
<PAGE>
Page 7 of 10 Pages
Item 3 is hereby amended to add the following information.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate sale price of the Common Stock sold by Gotham, Gotham II, Gotham
III and Gotham International and reported in this Amendment No. 3 was
$8,375,493, $69,249, $84,331 and $1,947,713, respectively.
Item 5 is hereby amended to give effect to transactions in Item 2 and 3.
Item 5. Interest in Securities of the Issuer
(a) Gotham owns 0 shares of Common Stock as of the date of this Amendment,
representing an aggregate of approximately 0% of the outstanding Common Stock
of the Company. Gotham II owns 0 shares of Common Stock as of the date of
this Amendment, representing an aggregate of approximately 0% of the
outstanding Common Stock of the Company. Gotham III owns 0 shares of Common
Stock as of the date of this Amendment, representing an aggregate of
approximately 0% of the outstanding Common Stock of the Company.
Gotham International owns 0 shares of Common Stock as of the date of this
Amendment, representing an aggregate of approximately 0% of the outstanding
Common Stock of the Company. The percentages in this paragraph are calculated
based upon 9,740,603 outstanding shares of Common Stock of the Company, as
reported in the Company's Form 10-Q for the quarter ended June 30, 1998. None
of Gotham Advisors, Section H, Karenina, DPB, Mr. Ackman or Mr. Berkowitz
beneficially own any Common Stock (other than the Common Stock beneficially
owned by Gotham, Gotham II and Gotham International).
(b) Pursuant to the Investment Management Agreement, Gotham Advisors
currently has the power to vote and to dispose of all of the Common Stock
beneficially owned by Gotham International.
<PAGE>
Page 8 of 10 Pages
c) The tables below set forth information with respect to all transfers and
sales of Common Stock by Gotham, Gotham II, Gotham III and Gotham
International during the last sixty days. In each case, the transactions were
effected through open-market purchases, except for the transfer(*) arising
from the transaction in Item 2.
Date Shares of Common Price per Share
Stock (Sold)
Gotham
7/01/98 (9,433)* 13.25
8/31/98 (936,856) 8.94
Gotham II
8/31/98 (7,746) 8.94
Gotham III
7/01/98 9,433* 13.25
8/31/98 (9,433) 8.94
Gotham International
8/31/98 (217,865) 8.94
Except as described above, none of Gotham, Gotham II, Gotham III, Gotham
International, Gotham Advisors, Section H, Karenina, DPB, Mr. Ackman or Mr.
Berkowitz has effected any transactions in the securities of the Company since
the last filing.
(e) The Reporting Persons ceased to be the beneficial owner of more than 5% of
the Common Stock on August 31, 1998.
<PAGE>
Page 9 of 10 Pages
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
September 2, 1998
GOTHAM PARTNERS, L.P.
By: Section H Partners, L.P.
its general partner
By: DPB Corporation,
a general partner of Section H Partners, L.P.
By: /s/ David P. Berkowitz
David P. Berkowitz
President
GOTHAM PARTNERS II, L.P.
By: Section H Partners, L.P.
its general partner
By: DPB Corporation,
a general partner of Section H Partners, L.P.
By: /s/ David P. Berkowitz
David P. Berkowitz
President
GOTHAM PARTNERS III, L.P.
By: Section H Partners, L.P.
its general partner
By: DPB Corporation,
a general partner of Section H Partners, L.P.
By: /s/ David P. Berkowitz
David P. Berkowitz
President
GOTHAM INTERNATIONAL ADVISORS, L.L.C.
By: /s/ David P. Berkowitz
David P. Berkowitz
Senior Managing Member
Page 10 of 10 Pages
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(f)1
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D, as amended, is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D, as amended, shall be
filed on behalf of each of the undersigned without the necessity of filing
additional joint acquisition statements. The undersigned acknowledge that
each shall be responsible for the timely filing of such amendments, and for
the completeness and accuracy of the information concerning him or it
contained therein, but shall not be responsible for the completeness and
accuracy of the information concerning the other, except to the extent that he
or it knows or has reason to believe that such information is inaccurate.
September 2, 1998
GOTHAM PARTNERS, L.P.
By: Section H Partners, L.P.
its general partner
By: DPB Corporation,
a general partner of Section H Partners, L.P.
By: /s/ David P. Berkowitz
David P. Berkowitz
President
GOTHAM PARTNERS II, L.P.
By: Section H Partners, L.P.
its general partner
By: DPB Corporation,
a general partner of Section H Partners, L.P.
By: /s/ David P. Berkowitz
David P. Berkowitz
President
GOTHAM PARTNERS III, L.P.
By: Section H Partners, L.P.
its general partner
By: DPB Corporation,
a general partner of Section H Partners, L.P.
By: /s/ David P. Berkowitz
David P. Berkowitz
President
GOTHAM INTERNATIONAL ADVISORS, L.L.C.
By: /s/ David P. Berkowitz
David P. Berkowitz
Senior Managing Member
