SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 18, 1998
McMoRan Oil & Gas Co.
(Exact name of registrant as specified in its charter)
Delaware 0-23870 72-1266477
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation or Number)
organization)
1615 Poydras Street
New Orleans, Louisiana 70112
(Address of principal executive offices)
(504) 582-4000
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changes since last report)
Item 5. Other Events.
IMC Global Inc. and Phosphate Resource Partners Limited
Partnership v. James R. Moffett, Richard C. Adkerson, B. M.
Rankin, Henry A. Kissinger and McMoRan Oil & Gas Co. (Court of
Chancery of the State of Delaware, New Castle County) (Civil
Action No. 16387-NC).
On May 18, 1998, McMoRan Oil & Gas Co. (MOXY) announced
that it had been notified by IMC Global Inc. (IGL) that IGL and
Phosphate Resource Partners Limited Partnership (PLP) had filed a
lawsuit in Delaware Chancery Court against MOXY and four former
directors of Freeport-McMoRan Inc. (FTX), which merged into IGL
in December 1997. The suit alleges that the individual
defendants breached fiduciary duties in the approval by FTX of a
joint oil and gas exploration program between MOXY and PLP
entered into pursuant to an agreement dated July 14, 1997. At
the time of that approval, FTX was the administrative managing
general partner of PLP, the individual defendants were directors
of FTX, and three of those individuals were directors of MOXY.
The suit also alleges that MOXY conspired with the individual
defendants and aided and abetted their alleged breach of
fiduciary duty. The suit seeks unspecified monetary damages and
rescission or equitable reformation of the program agreement.
After reviewing the complaint and consulting with counsel,
MOXY believes that the suit is entirely without merit. The
agreements between PLP and MOXY were approved by a specially
appointed, independent committee of the FTX board of directors,
which was advised by the law firm of Davis Polk & Wardwell and by
the investment banking firm of Merrill Lynch & Co., which also
rendered a fairness opinion on the transaction. MOXY was advised
by its outside counsel, Jones, Walker, Waechter, Poitevent,
Carrere & Denegre L.L.P., and by the investment banking firm of
Donaldson, Lufkin & Jenrette Securities Corporation. IGL was
fully informed of the transaction and the process by which it was
approved during an extensive due diligence review conducted prior
to the FTX-IGL merger.
MOXY will vigorously defend itself and enforce its
contract rights. MOXY is also evaluating other legal steps that
may be appropriate under the circumstances. The press release
issued by MOXY on May 18, 1998 with respect to this litigation
has been filed as Exhibit 99.1 to this report and is incorporated
herein by reference.
Jacob Gottlieb v. James R. Moffett, Richard C. Adkerson, B. M.
Rankin, Henry A. Kissinger, McMoRan Oil & Gas Co., Phosphate
Resource Partners Limited Partnership and IMC Global Inc. (Court
of Chancery of the State of Delaware, New Castle County) (Civil
Action No. 16393-NC).
On May 19, 1998, an individual plaintiff filed an action
on behalf of a purported class of plaintiffs who own depositary
units of PLP. The defendants in this suit are IGL, PLP, MOXY,
and four former directors of FTX. The suit includes allegations
substantially identical to those in the IGL/PLP complaint
described above as well as allegations that IGL and FTX breached
fiduciary duties to PLP and PLP's public unitholders. The
plaintiff seeks unspecified monetary damages and other relief.
After reviewing the complaint and consulting with counsel, MOXY
believes that the suit is entirely without merit and will
vigorously defend itself.
Item 7. Financial Statements and Exhibits.
(c) Exhibit 99.1 Press release issued by MOXY on May 18, 1998.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
McMoRan OIL & GAS CO.
By: /s/ C. Donald Whitmire
----------------------
C. Donald Whitmire
Controller - Financial Reporting
(Authorized signatory)
Date: May 29, 1998
McMoRan OIL & GAS CO.
EXHIBIT INDEX
Exhibit
Number
99.1 Press release issued by MOXY on May 18, 1998.
Exhibit 99.1
McMoRan OIL & GAS CO. RESPONDS TO IMC GLOBAL INC. LAWSUIT
NEW ORLEANS, LA., May 18, 1998 -- McMoRan Oil & Gas Co.
(NASDAQ: MOXY) announced today that it has been notified by IMC
Global Inc. (NYSE:IGL) that IGL and Phosphate Resource Partners
Limited Partnership (NYSE:PLP) have filed a lawsuit in Delaware
Chancery Court against MOXY and four former directors of
Freeport-McMoRan Inc. (FTX) which was merged into IGL in December
1997.
The suit alleges that the individual defendants breached
fiduciary duties in the approval by FTX of a joint oil and gas
exploration program between MOXY and PLP, entered into pursuant
to an agreement dated July 1997. At the time of that approval
FTX was the administrative managing general partner of PLP, the
individual defendants were directors of FTX and three of those
individuals were directors of MOXY. The suit also alleges that
MOXY conspired with the individual defendants and aided and
abetted in their alleged breach of fiduciary duty. The suit
seeks unspecified monetary damages and rescission or equitable
reformation of the program agreement.
After reviewing the complaint and consulting with counsel,
MOXY believes that the suit is entirely without merit. The
agreements between PLP and MOXY were approved by a specially
appointed, independent committee of the FTX board of directors,
which was advised by the law firm of Davis Polk & Wardwell and by
the investment banking firm of Merrill Lynch & Co. which also
rendered a fairness opinion on the transaction. MOXY was advised
by its outside counsel, Jones Walker, and by the investment
banking firm of Donaldson, Lufkin & Jenrette Securities
Corporation. IGL was fully informed of the transaction and the
process by which it was approved during an extensive due
diligence review conducted prior to the FTX-IGL merger.
James R. Moffett, Co-Chairman of the Board of MOXY, said,
"It is regrettable that IMC Global has initiated this reckless
attempt to gain leverage in an apparent effort to abrogate its
contract obligations by bringing unfounded litigation against
MOXY, several distinguished individuals and me. MOXY will
vigorously defend itself and enforce its contract rights. MOXY
is also evaluating other legal steps that may be appropriate
under the circumstances."
MOXY is an independent oil and gas company engaged in the
exploration, development and production of oil and natural gas
offshore in the Gulf of Mexico and onshore in the Gulf Coast
area.
