SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment #2
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)
July 2, 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 9 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 946,289
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 946,289
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
946,289
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
9.62%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 35671R104 Page 3 of 9 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 7,746
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 7,746
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7,746
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
.08%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 35671R104 Page 4 of 9 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 217,865
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 217,865
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
217,865
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
2.22%
14 TYPE OF REPORTING PERSON*
OO; IA
<PAGE>
Page 5 of 9 Pages
Item 1. Security and Issuer
This Amendment No. 2 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", and together with Gotham and Gotham II, the
"Reporting Persons"). 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 3 is hereby amended to add the following information.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the Common Stock purchased by Gotham
was $1,058,734, the aggregate purchase price of the Common Stock purchased
by Gotham II was $12,834 and the aggregate purchase price of the Common Stock
purchased by Gotham International was $765,993. All of the funds required for
these purchases were obtained from the general funds of Gotham, Gotham II and
Gotham International, respectively.
<PAGE>
Page 6 of 9 Pages
Item 5 is hereby amended to add the following information.
Item 5. Interest in Securities of the Issuer
(a) Gotham owns 946,289 shares of Common Stock as of the date of this
Amendment, representing an aggregate of approximately 9.62% of the outstanding
Common Stock of the Company. Gotham II owns 7,746 shares of Common Stock as
of the date of this Amendment, representing an aggregate of approximately .08%
of the outstanding Common Stock of the Company. Gotham International owns
217,865 shares of Common Stock as of the date of this Amendment, representing
an aggregate of approximately 2.22% of the outstanding Common Stock of the
Company. The percentages in this paragraph are calculated based upon
9,835,364 outstanding shares of Common Stock of the Company as reported in the
Company's Form 10-Q for the quarter ended March 31,1998. 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) Each of Gotham and Gotham II has sole power to vote and to dispose of
all of the Common Stock beneficially owned by it. 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 7 of 9 Pages
(c) The tables below set forth information with respect to all purchases
of Common Stock by Gotham, Gotham II and Gotham International during the past
60 days. In each case, the transactions took place on the New York Stock
Exchange.
Shares of Common Stock
Date Purchased/(Sold) Price per Share
Gotham
06/22/98 1,945 13.3000
07/02/98 82,300 12.5500
Gotham II
06/18/98 350 13.3625
07/02/98 650 12.5500
Gotham International
06/17/98 10,000 13.5438
06/18/98 19,650 13.3625
06/22/98 455 13.3000
06/23/98 5,300 13.3000
06/25/98 3,800 13.3000
07/02/98 2,200 12.2375
07/02/98 17,050 12.5500
Except as described above, none of Gotham, Gotham II, Gotham
International, Gotham Advisors, Section H, Karenina, DPB, Mr. Ackman or Mr.
Berkowitz has effected any transactions in the securities of the Company
during the past sixty days.
(d) and (e). Not applicable.
<PAGE>
Page 8 of 9 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.
July 6, 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 INTERNATIONAL ADVISORS, L.L.C.
By: /s/ David P. Berkowitz
David P. Berkowitz
Senior Managing Member
