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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
FREEPORT-MCMORAN SULPHUR INC.
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(Name of Issuer)
Common Stock, $0.01 Par Value
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(Title of Class of Securities)
35671R-10-4
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(CUSIP Number)
Bruce Berkowitz
100 Jericho Quadrangle
Suite 212
Jericho, New York 11753
(212) 319-4100
-with copies to-
Joseph F. Mazzella, Esq.
Lane Altman & Owens LLP
101 Federal Street
Boston, Massachusetts 02110
(617) 345-9800
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
January 8, 1998
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(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 [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13-d(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).
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SCHEDULE 13D
CUSIP No. 35671R-10-4 Page 2 of 11 Pages
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Joel M. Greenblatt
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2 Check the Appropriate Box if a Member of a Group* (a) |_|
(b) |X|
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3 SEC Use Only
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4 Source of Funds* AF, WC
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5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items
2(d) or 2(e) |_|
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6 Citizenship or Place of Organization USA
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Number of 7 Sole Voting Power 56,713
Shares ___________________________________________________________
Beneficially 8 Shared Voting Power 682,123
Owned by ___________________________________________________________
Each 9 Sole Dispositive Power 56,713
Reporting ___________________________________________________________
Person With 10 Shared Dispositive Power 682,123
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 738,836
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* |_|
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13 Percent of Class Represented by Amount in Row (11) 7.14%
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14 Type of Reporting Person* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP No. 35671R-10-4 Page 3 of 11 Pages
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Gotham Capital III, L.P.
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2 Check the Appropriate Box if a Member of a Group* (a) |_|
(b) |X|
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3 SEC Use Only
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4 Source of Funds* WC
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5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items
2(d) or 2(e) |_|
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6 Citizenship or Place of Organization USA
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Number of 7 Sole Voting Power 561,221
Shares ___________________________________________________________
Beneficially 8 Shared Voting Power 0
Owned by ___________________________________________________________
Each 9 Sole Dispositive Power 561,221
Reporting ___________________________________________________________
Person With 10 Shared Dispositive Power 0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 561,221
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* |_|
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13 Percent of Class Represented by Amount in Row (11) 5.42%
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14 Type of Reporting Person* PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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CUSIP No. 35671R-10-4 Page 4 of 11 Pages
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ITEM 1. SECURITY AND ISSUER
Securities acquired: Common Stock, $0.01 par value
Issuer: Freeport-McMoRan Sulphur Inc.
1615 Poydras Street
New Orleans, LA 70112
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule is being filed by Joel M. Greenblatt (hereinafter
sometimes referred to as the "Reporting Person") individually, and in his
capacity as controlling person of the following entities:
(i) Gotham Capital III, L.P., a Delaware limited partnership and its
wholly-owned subsidiaries ("Gotham III"); and
(ii) Gotham Capital VI, LLC, a Delaware limited liability company
("Gotham VI").
(b), (c) and (f) Each of the Reporting Person and other entities
described above has a business address of 100 Jericho Quadrangle, Suite 212,
Jericho, New York 11753.
Joel M. Greenblatt is a United States citizen residing in the State of
New York whose principal occupation is as General Partner of Gotham III and
Manager of Gotham VI.
Gotham III is a privately owned investment partnership which is in the
business of purchasing, for investment and trading purposes, securities and
other financial instruments.
Gotham VI is a privately owned Delaware limited liability company which
is in the business of purchasing, for investment and trading purposes,
securities and other financial instruments.
(d) No events have occurred which would be required to be reported
under the provisions of this Item.
(e) No events have occurred which would be required to be reported
under the provisions of this Item.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
The source of the funds used to purchase Common Stock of the Issuer on
behalf of Gotham III was working capital and margin borrowing through Spear
Leeds and Kellogg. The approximate aggregate amount of funds of Gotham III used
to purchase such Common Stock was $6,932,477.44 (exclusive of commissions and
other expenses, but inclusive of funds used in making purchases of Common Stock
subsequently transferred to Mr. Greenblatt and Gotham VI, as set forth in Item
5(c) hereof). The portion of funds used as described above which were provided
by margin borrowing is not readily determinable and varies from time to time as
a result of varying margin account availability and unrelated ongoing
transactions in Gotham III's account. Working capital was provided by capital
contributions of partners and internally generated funds.
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CUSIP No. 35671R-10-4 Page 5 of 11 Pages
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Gotham VI received its Common Stock of the Issuer as capital
contributions from certain of its Members. Accordingly, no funds were directly
expended by it to acquire the Common Stock beneficially owned by it.
Mr. Greenblatt received his Common Stock of the Issuer as a
distribution in kind from Gotham III. Accordingly, no funds were directly
expended by him to acquire the Common Stock held by him for his own account.
ITEM 4. PURPOSE OF THE TRANSACTION
The purpose of the acquisition of securities of the Issuer by the
Reporting Person and each of the entities controlled thereby is investment.
Except as otherwise set forth below, neither the Reporting Person nor any of the
entities controlled thereby has any current plans or proposals which would
result in any of the following:
1) acquisition by any person of additional securities of the Issuer, or
the disposition of securities of the Issuer except for open market or
privately negotiated purchases or sales of the Issuer's securities at
times and prices determined by the investment objectives of each of the
Reporting Persons;
2) any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
3) any sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
4) any change in the present board of directors or managers of the Issuer;
5) any material change in the present capitalization or dividend policy of
the Issuer;
6) any other material change in the Issuer's business or corporate
structure;
7) any change in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition
of control of the Issuer by any person;
8) causing a class of securities of the Issuer to be delisted from a
national securities exchange;
9) causing a class of securities of the Issuer to become eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
10) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The beneficial ownership by Joel M. Greenblatt, Gotham III and
Gotham VI of Common Stock of the Issuer as of the date hereof is as follows:
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CUSIP No. 35671R-10-4 Page 6 of 11 Pages
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<TABLE>
<CAPTION>
No. of Shares: Nature of Ownership Percentage of Class
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<S> <C> <C>
56,713 The record ownership and 0.55%
economic interest in such shares is held
by Mr. Greenblatt individually, and he has
sole voting and dispositive power with
respect thereto.
561,221 The record ownership and 5.42%
economic interest in such shares
is held by Gotham III. Mr.
Greenblatt is the sole general
partner of Gotham III and,
therefore, may be deemed to
have indirect beneficial
ownership of, and shared voting
and dispositive power with
respect to, such shares.
120,902 The record ownership and 1.17%
economic interest in such shares
is held by Gotham VI. Mr.
Greenblatt is the Manager of
Gotham VI and, therefore, may
be deemed to have indirect
beneficial ownership of, and
shared voting and dispositive
power with respect to, such
shares.
============== ===============
738,836 7.14%
</TABLE>
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CUSIP No. 35671R-10-4 Page 7 of 11 Pages
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Under Section 13(d) of the Securities and Exchange Act of 1934, as
amended, and the rules and regulations thereunder, as a result of the control
relationships and individual holdings described above, Joel M. Greenblatt may be
deemed to be the beneficial owner of 738,836 shares (7.14%) of the Common Stock
of the Issuer.
The number of shares beneficially owned and the percentage of
outstanding shares represented thereby, for each of the Reporting Persons and
other entities, have been computed in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934, as amended. The percentages of ownership
described above are based on the 10,346,578 outstanding shares of Common Stock
of the Issuer reported in the Information Statement of the Issuer dated November
17, 1997.
(b) Gotham VI and Gotham III each have the sole power to vote and
dispose of the Common Stock of the Issuer beneficially owned by them. Such
voting and dispositive power may be exercised on behalf of Gotham VI by its
Manager and on behalf of Gotham III by its general partner. Joel M. Greenblatt
is the general partner of Gotham III and the Manager of Gotham VI. Therefore,
Joel M. Greenblatt may be deemed to each have shared voting and dispositive
power over the 561,221 (5.42%) and 120,902 (1.17%) shares of the Common Stock of
the Issuer beneficially owned in the aggregate by Gotham III and Gotham VI.
In addition, Mr. Greenblatt has sole voting and dispositive power over
the 56,713 (0.55%) owned by him for his own account.
(c) Transactions in the securities of the Issuer reported on herein
which have been effected in the past sixty days by the Reporting Persons are as
follows (all such transactions were open market acquisitions of Common Stock
except as otherwise indicated):
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CUSIP No. 35671R-10-4 Page 8 of 11 Pages
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<TABLE>
<CAPTION>
Reporting Person/
Controlled Entity Date No. of Shares Price Per Share Total
----------------- ---- ------------- --------------- -----
<S> <C> <C> <C> <C>
Gotham III 12/22/97 28,801(a) N/A N/A
12/23/97 38,200 12.2814 $469,149.48
12/23/97 37,600 11.9490 449,282.40
12/24/97 83,500 12.5809 1,050,505.15
12/26/97 21,700 12.9984 282,065.28
12/29/97 11,500 13.2500 152,375.00
01/03/98 (47,077)(b) N/A N/A
01/03/98 (9,636)(b) N/A N/A
01/03/98 (16,575)(c) N/A N/A
01/03/98 (3,392)(c) N/A N/A
01/06/98 175,000 9.7767 1,710,922.50
01/08/98 35,500 11.1056 394,248.80
01/09/98 15,400 11.1238 171,306.52
01/09/98 50,000 11.0316 551,580.00
01/12/98 1,300 11.1250 14,462.50
01/12/98 10,000 11.2500 112,500.00
01/14/98 25,000 12.3175 307,937.50
01/15/98 104,400 12.1278 1,266,142.30
Gotham VI 01/03/98 16,575(d) 11.7500 $194,756.25
01/03/98 3,392(d) 11.9375 40,492.00
01/03/98 83,800(d) 11.7500 984,650.00
01/03/98 17,135(d) 11.9375 204,549.06
Joel M. 01/03/98 47,077(e) 11.7500 $553,154.75
Greenblatt 01/03/98 9,636(e) 11.9375 115,029.75
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</TABLE>
(a) Acquired in connection with merger of Freeport-McMoRan Resources Limited
Partnership and IMC Global, Inc. pursuant to the terms thereof
(b) Distribution-in-kind to Mr. Greenblatt for his own account
(c) Distribution-in-kind to Mr. Greenblatt for later capital contribution by
him to Gotham VI
(d) Capital contribution of securities to Gotham VI by certain of its Members
(e) Shares received in distribution-in-kind from Gotham III
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CUSIP No. 35671R-10-4 Page 9 of 11 Pages
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(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS AND RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Not Applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A. Agreement of Joint Filing
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CUSIP No. 35671R-10-4 Page 10 of 11 Pages
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After reasonable inquiry and to the best of my knowledge and belief, I hereby
certify that the information set forth in this statement is true, complete and
correct. This statement may be executed in multiple counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
/s/ Joel M. Greenblatt
-----------------------------
Joel M. Greenblatt
Date: January 20, 1998
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CUSIP No. 35671R-10-4 Page 11 of 11 Pages
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EXHIBIT A
AGREEMENT OF JOINT FILING
FREEPORT-MCMORAN SULPHUR INC.
COMMON STOCK, $0.01 PAR VALUE
In accordance with Rule 13D-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby confirm the agreement by and among them
to the joint filing on behalf of each of them of a Statement on Schedule 13D,
and any and all amendments thereto, with respect to the above-referenced
securities and that this Agreement be included as an Exhibit to such filing.
This Agreement may be executed in any number of counterparts each of
which shall be deemed to be an original and all of which together shall be
deemed to constitute one and the same Agreement.
WITNESS WHEREOF, the undersigned hereby execute this Agreement on this
20th day of January, 1998.
/s/ Joel M. Greenblatt
------------------------------------------------
Joel M. Greenblatt, individually, and as
General Partner of Gotham Capital III, L.P., and
Manager of Gotham Capital VI, LLC
