SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
McMoRan Oil & Gas Co.
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
582445102
(Cusip Number)
J. Taylor Crandall
201 Main Street, Suite 3100
Fort Worth, Texas 76102
(817) 390-8500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 6, 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 [ ].
*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 of Stock reported herein is 5,395,739 shares, which
constitutes approximately 12.6% of the 42,863,357 shares deemed outstanding
pursuant to Rule 13d-3(d)(1). Unless otherwise stated herein, all other
ownership percentages set forth herein assume that there are 42,844,007 shares
outstanding.
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1. Name of Reporting Person:
Alpine Capital, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
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: 5,022,307 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 5,022,307 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
5,022,307
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 11.7%
14. Type of Reporting Person: PN
- ------------
(1) Power is exercised through its two general partners, Robert W. Bruce III
and Algenpar, Inc.
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<PAGE>
1. Name of Reporting Person:
Robert W. Bruce III
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 154,082
Number of
Shares
Beneficially 8. Shared Voting Power: 5,022,307 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: 154,082
Person
With
10. Shared Dispositive Power: 5,022,307 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
5,195,739 (1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 12.1% (3)
14. Type of Reporting Person: IN
- -------------
(1) Solely in his capacity as one of two general partners of Alpine Capital,
L.P. with respect to 5,022,307 shares of the Stock.
(2) Includes 19,350 shares issuable upon exercise of options granted to Mr.
Bruce pursuant to a stock option plan.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are
42,863,357 shares of the Stock outstanding.<PAGE>
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1. Name of Reporting Person:
Algenpar, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
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: 5,022,307 (1)(2)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 5,022,307 (1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
5,022,307 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 11.7%
14. Type of Reporting Person: CO
- ------------
(1) Power is exercised through its President, J. Taylor Crandall.
(2) Solely in its capacity as one of two general partners of Alpine Capital,
L.P.
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<PAGE>
1. Name of Reporting Person:
J. Taylor Crandall
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 5,022,307 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 5,022,307 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
5,022,307 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 11.7%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as President and sole stockholder of Algenpar,
Inc., which is one of two general partners of Alpine Capital, L.P.
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1. Name of Reporting Person:
Keystone, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
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: 200,000 (1)
Number of Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 200,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
200,000
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.5%
14. Type of Reporting Person: CO
- ------------
(1) Power is exercised through its President and sole director, Robert M.
Bass.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Robert M. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 200,000 (1)
Number of Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 200,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
200,000 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.5%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as President and sole director of Keystone, Inc.
<PAGE>
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation D-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 January 15,
1998, as amended by Amendment No. 1 dated February 4, 1998, as amended by
Amendment No. 2 dated May 19, 1998, and as amended by Amendment No. 3 dated June
8, 1998 (the "Schedule 13D"), relating to the Common Stock, par value $0.01 per
share, of McMoRan Oil & Gas Co. Unless otherwise indicated, all defined terms
used herein shall have the same meanings as those set forth in the Schedule 13D.
Item 1. SECURITY AND ISSUER.
No material change.
Item 2. IDENTITY AND BACKGROUND.
Paragraph (a) of Item 2 hereby is partially amended by adding at the end
thereof the following:
Keystone, Inc., a Texas corporation ("Keystone"), and Robert M. Bass
("RMB") hereby join this filing because they may be deemed to constitute a
"group" with the Reporting Persons within the meaning of Section 13(d)(3) of the
Act, although neither the fact of this filing nor anything contained herein
shall be deemed to be an admission by Keystone or RMB or the other Reporting
Persons that a group exists. As used hereinafter, the term "Reporting Persons"
shall also include reference to Keystone and to RMB.
Paragraphs (b) - (c) of Item 2 hereby are partially amended by adding at
the end thereof the following:
KEYSTONE
Keystone is a Texas corporation, the principal businesses of which are
investment in marketable securities, real estate investment and development,
ownership and operation of oil and gas properties (through BEPCO), the ownership
and operation of gas processing plants and carbon black plants (through various
partnerships) and the ownership of interests in entities engaged in a wide
variety of businesses. The principal business address of Keystone, which also
serves as its principal office, is 201 Main Street, Suite 3100, Fort Worth,
Texas 76012. Pursuant to Instruction C to Schedule 13D of the Act, the name,
residence or business address, and present principal occupation or employment
of each director, executive officer and controlling person of Keystone are as
follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
RMB 201 Main St., Ste. 3100 President of
Keystone Fort Worth, Texas 76102
Crandall 201 Main St., Ste. 3100 Vice President-
Fort Worth, Texas 76102 Finance of Keystone
Glenn R. August 65 E. 55th Street Managing Director of
New York, NY 10022 Oak Hill Partners, Inc.
David G. Brown 201 Main St., Ste. 3100 Vice President of and
Fort Worth, Texas 76102 Consultant to Keystone
Daniel L. Doctoroff 65 E. 55th Street Managing Director of
New York, NY 10022 Oak Hill Partners, Inc.
Steven Gruber 65 E. 55th Street Managing Director of
New York, NY 10022 Oak Hill Partners, Inc.
Mark A. Wolfson 201 Main St., Ste. 3100 Vice President of and
Fort Worth, Texas 76102 Consultant to Keystone
W. Robert Cotham 201 Main St., Ste. 2600 Vice President/
Fort Worth, Texas 76102 Controller of BEPCO
Gary W. Reese 201 Main St., Suite 2600 Treasurer of BEPCO
Fort Worth, Texas 76102
James N. Alexander 201 Main St., Ste. 3100 Vice President of
Fort Worth, Texas 76102 Keystone
Bernard J. Carl 201 Main St., Ste. 3100 Vice President of
Fort Worth, Texas 76102 Keystone
Oak Hill Partners, Inc. is a Delaware corporation, the principal business
of which is serving as an investment consultant to Acadia Partners, L.P.
("Acadia"). Acadia is a Delaware limited partnership, formed to invest in
public and private debt and equity securities. The principal business address
of Oak Hill Partners, Inc. is 65 E. 55th Street, New York, NY 10022.
BEPCO is a Texas corporation, the principal business of which is oil
exploration and drilling and producing hydrocarbons. The principal business
address of BEPCO, which also serves as its principal office, is 201 Main Street,
Suite 2700, Fort Worth, Texas 76102.
(d) - (f)
No material change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended in its entirety to read as follows:
The source and amount of the funds used by the Reporting Persons to
purchase shares of Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Alpine Working Capital(1) $19,402,212.44(2)
Bruce Personal Funds (3) $ 440,787.00(4)
Algenpar Not Applicable Not Applicable
Crandall Not Applicable Not Applicable
Keystone Working Capital(1) $ 856,000.00
RMB Not Applicable Not Applicable
(1) As used herein, the term "Working Capital" includes income from the
business operations of the entity plus sums borrowed from banks and brokerage
firm margin accounts to operate such business in general. None of the funds
reported herein as "Working Capital" were borrowed or otherwise obtained for the
specific purpose of acquiring, handling, trading or voting the Stock.
(2) Represents funds expended to acquire 4,962,307 shares of the Stock.
60,000 shares of the Stock were acquired by Alpine for no consideration pursuant
to a distribution of the Stock of the Issuer by the former corporate parent of
the Issuer to its stockholders.
(3) As used herein, the term "Personal Funds" may include sums borrowed
from banks and brokerage firm margin accounts, none of which were borrowed or
otherwise obtained for the specific purpose of acquiring, handling, trading or
voting the Stock.
(4) Represents funds expended to acquire 153,082 shares of the Stock.
1,000 shares of the Stock were acquired by Bruce for no consideration pursuant
to a distribution of the Stock of the Issuer by the former corporate parent of
the Issuer to its stockholders.
Item 4. PURPOSE OF TRANSACTION.
No material change.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended in its entirety to read as follows:
(a)
ALPINE
The aggregate number of share of Stock that Alpine owns beneficially,
pursuant to Rule 13d-3(d)(1)(i) of the Act, is 5,022,307, which constitutes
approximately 11.7% of the outstanding shares of Stock.
BRUCE
Because of his position as one of two general partners of Alpine, his
individual ownership of 154,082 shares of the Stock and his individual ownership
of options to purchase 19,350 shares of the Stock, Bruce may, pursuant to Rule
13d-3 of the Act, be deemed to be the beneficial owner of an aggregate of
5,195,739 shares of the Stock, which constitutes approximately 12.1% of the
shares of Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) under the
Act.
ALGENPAR
Because of its position as one of two general partners of Alpine, Algenpar
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
5,022,307 shares of Stock, which constitutes approximately 11.7% of the
outstanding shares of Stock.
CRANDALL
Because of his positions as President and sole stockholder of Algenpar, one
of two general partners of Alpine, Crandall may, pursuant to Rule 13d-3 of the
Act, be deemed to be the beneficial owner of 5,022,307 shares of Stock, which
constitutes approximately 11.7% of the outstanding shares of Stock.
KEYSTONE
The aggregate number of shares of the Stock that Keystone owns
beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Act, is 200,000, which
constitutes approximately 0.5% of the outstanding shares of the Stock.
RMB
Because of his position as the President and sole director of Keystone, RMB
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
200,000 shares of the Stock, which constitutes approximately 0.5% of the
outstanding shares of the Stock.
To the best of the knowledge of each 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 Stock.
(b)
ALPINE
Acting through its two general partners, Alpine has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 5,022,307
shares of Stock.
BRUCE
As one of two general partners of Alpine, Bruce has shared power to vote
or to direct the vote and to dispose or to direct the disposition of 5,022,307
shares of Stock. In his individual capacity, Bruce has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 154,082
shares of Stock.
ALGENPAR
As one of two general partners of Alpine, Algenpar has shared power to vote
or to direct the vote and to dispose or to direct the disposition of 5,022,307
shares of Stock.
CRANDALL
As the President and sole stockholder of Algenpar, which is one of two
general partners of Alpine, Crandall has shared power to vote or to direct the
vote and to dispose or to direct the disposition of 5,022,307 shares of Stock.
KEYSTONE
Acting through RMB, its President and sole director, Keystone has the sole
power to vote or to direct the vote and to dispose or to direct the disposition
of 200,000 shares of the Stock.
RMB
As the President and sole director of Keystone, RMB has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
200,000 shares of the Stock.
(c) Since the last filing on Schedule 13D, the Reporting Persons have
purchased shares of the Stock in transactions on the Nasdaq National Market as
follows:
REPORTING NO. OF SHARES PRICE PER
PERSON DATE PURCHASED SHARE
Alpine 06/10/98 55,000 $ 4.08
Alpine 06/12/98 50,000 4.28
Alpine 06/15/98 100,000 4.34
Alpine 06/18/98 28,000 4.46
Alpine 06/19/98 150,000 4.50
Keystone 07/06/98 200,000 4.28
Except as set forth in this paragraph (c), to the best of the knowledge of
each of the Reporting Persons, none of the persons named in response to
paragraph (a) has effected any transactions in the Stock since the last filing
on Schedule 13D.
(d) Each of the Reporting Persons 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 Stock owned by such
Reporting Person.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
No material change.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(k)(1)(iii).
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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
ALPINE CAPITAL, L.P.
By: /s/ Robert W. Bruce III
Robert W. Bruce III,
Manager
/s/ Robert W. Bruce III
ROBERT W. BRUCE III
ALGENPAR, INC.
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
/s/ J. Taylor Crandall
J. TAYLOR CRANDALL
KEYSTONE, INC.
By: /s/ W. R. Cotham
W. R. Cotham,
Vice President
/s/ W. R. Cotham
W. R. COTHAM,
Attorney-in-Fact for:
ROBERT M. BASS (1)
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of
Robert M. Bass previously has been filed with the Securities and Exchange
Commission.<PAGE>
<PAGE> EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement pursuant to Rule 13d-1(k)(1)(iii), filed herewith
Exhibit 99.1
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.
ALPINE CAPITAL, L.P.
By: /s/ Robert W. Bruce III
Robert W. Bruce III,
Manager
/s/ Robert W. Bruce III
ROBERT W. BRUCE III
ALGENPAR, INC.
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
/s/ J. Taylor Crandall
J. TAYLOR CRANDALL
KEYSTONE, INC.
By: /s/ W. R. Cotham
W. R. Cotham,
Vice President
/s/ W. R. Cotham
W. R. COTHAM,
Attorney-in-Fact for:
ROBERT M. BASS (1)
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of
Robert M. Bass previously has been filed with the Securities and Exchange
Commission.
