-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GYAOo7V1xptIExcGQa4FkwpZlmC05nTSb8Ln8rGyVGWaErTCuvO8/2uKs15tuo+e 0hVCidwVu6sZVdQ3YUYhpA== 0000897423-99-000226.txt : 19991018 0000897423-99-000226.hdr.sgml : 19991018 ACCESSION NUMBER: 0000897423-99-000226 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991001 GROUP MEMBERS: ALGENPAR, INC. GROUP MEMBERS: ALPINE CAPITAL LP GROUP MEMBERS: ALPINE CAPITAL, L.P. GROUP MEMBERS: ANNE T. BASS GROUP MEMBERS: INC. DEFINED BENEFIT PENSION TRUST GROUP MEMBERS: J. TAYLOR CRANDALL GROUP MEMBERS: KEYSTONE, INC GROUP MEMBERS: ROBERT M. BASS GROUP MEMBERS: ROBERT W. BRUCE III GROUP MEMBERS: SUSAN C. BRUCE GROUP MEMBERS: THE ANNE T. AND ROBERT M. BASS FOUNDATION GROUP MEMBERS: THE ROBERT BRUCE MANAGEMENT COMPANY, SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MCMORAN EXPLORATION CO /DE/ CENTRAL INDEX KEY: 0000064279 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 721424200 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-54951 FILM NUMBER: 99721509 BUSINESS ADDRESS: STREET 1: 1615 POYDRAS ST CITY: NEW ORLEANS STATE: LA ZIP: 70112 BUSINESS PHONE: 5045824000 MAIL ADDRESS: STREET 1: 1615 POYDRAS ST CITY: NEW ORLEANS STATE: LA ZIP: 70112 FORMER COMPANY: FORMER CONFORMED NAME: MCMORAN OIL & GAS CO DATE OF NAME CHANGE: 19970707 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALPINE CAPITAL LP CENTRAL INDEX KEY: 0000911382 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 201 MAIN ST STE 3100 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-390-8500 SC 13D/A 1 MCMORAN EXPLORATION CO. SCHEDULE 13D, AMEND. NO. 4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D** Under the Securities Exchange Act of 1934 (Amendment No. 4)* McMoRan Exploration Co. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 582411104 (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) October 1, 1999 (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(e), 13d-1(f) or 13d-1(g), 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 the Stock reported herein is 3,368,987 shares, which constitutes approximately 26.3% of the 12,812,351 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 12,805,338 shares outstanding. 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: 2,356,023 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 2,356,023 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,356,023 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 18.4% 14. Type of Reporting Person: PN - ------------ (1) Power is exercised through its two general partners, Robert W. Bruce III and Algenpar, Inc. 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: 162,336 (1) Number of Shares Beneficially 8. Shared Voting Power: 2,618,823 (2) Owned By Each Reporting 9. Sole Dispositive Power: 162,336 (1) Person With 10. Shared Dispositive Power: 2,618,823 (2) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,788,172 (1)(2)(3) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 21.8% (4) 14. Type of Reporting Person: IN - ------------- (1) Solely in his capacity as trustee of The Robert Bruce Management Company, Inc. Defined Benefit Pension Trust, with respect to 38,000 shares of Stock. (2) Solely in his capacity as one of two general partners of Alpine Capital, L.P., with respect to 2,356,023 shares of the Stock, and in his capacity as a principal of The Robert Bruce Management Co., Inc., which has shared investment discretion over shares of the Stock owned by The Anne T. and Robert M. Bass Foundation, with respect to 262,800 shares of the Stock. (3) Includes 7,013 shares issuable upon exercise of options granted to Mr. Bruce pursuant to a stock option plan. (4) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are 12,812,351 shares of the Stock outstanding. 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: 2,356,023 (1)(2) Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: 2,356,023 (1)(2) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,356,023 (2) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 18.4% 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. 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: 2,618,823 (1) Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: 2,618,823 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,618,823 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 20.5% 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., with respect to 2,356,023 shares of the Stock and in his capacity as a director of The Anne T. and Robert M. Bass Foundation, with respect to 262,800 shares of the Stock. 1. Name of Reporting Person: Susan C. Bruce 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: 45,100 Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 45,100 Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 45,100 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 0.4% 14. Type of Reporting Person: IN 1. Name of Reporting Person: The Anne T. and Robert M. Bass Foundation 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: 262,800 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 262,800 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 262,800 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 2.1% 14. Type of Reporting Person: CO - ------------ (1) Power is exercised through its three directors, Anne T. Bass, Robert M. Bass and J. Taylor Crandall and through Robert W. Bruce in his capacity as a principal of The Robert Bruce Management Co., Inc., which has shared investment discretion over shares of the Stock owned by The Anne T. and Robert M. Bass Foundation. 1. Name of Reporting Person: Anne T. 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: -0- Number of Shares Beneficially 8. Shared Voting Power: 262,800 (1) Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: 262,800 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 262,800 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 2.1% 14. Type of Reporting Person: IN - ------------ (1) Solely in her capacity as a director of The Anne T. and Robert M. Bass Foundation. 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: 535,715 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 535,715(1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 535,715 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 4.2% 14. Type of Reporting Person: CO - ------------ (1) Power is exercised through its President and sole Director, Robert M. Bass. 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: 535,715 (1) Number of Shares Beneficially 8. Shared Voting Power: 262,800 (2) Owned By Each Reporting 9. Sole Dispositive Power: 535,715 (1) Person With 10. Shared Dispositive Power: 262,800 (2) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 798,515 (1)(2)(3) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 6.2% 14. Type of Reporting Person: IN - ------------ (1) Solely in his capacity as President and sole Director of Keystone, Inc. (2) Solely in his capacity as a director of The Anne T. and Robert M. Bass Foundation. (3) Solely in his capacity as President and sole Director of Keystone, Inc. with respect to 535,715 shares of the Stock, and solely in his capacity as a director of The Anne T. and Robert M. Bass Foundation with respect to 262,800 shares of the Stock. 1. Name of Reporting Person: The Robert Bruce Management Company, Inc. Defined Benefit Pension Trust 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: OO - Contributions from Bruce Management 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Pursuant to ERISA 7. Sole Voting Power: 38,000 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 38,000 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 38,000 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 0.3% 14. Type of Reporting Person: OO - Trust - ------------ (1) Power is exercised through its trustee, Robert W. Bruce III. Pursuant to Rule 13d-2(a) of Regulation 13D-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 December 9, 1998, as amended by Amendment No. 1 dated December 31, 1998, as amended by Amendment No. 2 dated January 25, 1999, as amended by Amendment No. 3 dated September 1, 1999 (the "Schedule 13D"), relating to the Common Stock, par value $0.01 per share (the "Stock"), of McMoRan Exploration Co. (the "Issuer"). 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. No material change. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is hereby amended and restated in its entirety as follows: The source and amount of the funds used by the Reporting Persons to purchase shares of the Stock are as follows: REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS Alpine Working Capital(1)(2) $ 7,864,776.08(2) R. Bruce Personal Funds(3) $ 1,377,474.15(3) Algenpar Not Applicable Not Applicable Crandall Not Applicable Not Applicable S. Bruce Personal Funds $ 664,808.50 Foundation Working Capital(1) $ 4,549,280.19 A. Bass Not Applicable Not Applicable Keystone Not Applicable(4) $ 2,465,682.95(4) R. Bass Not Applicable Not Applicable RBMC Trust Contributions from $ 261,625.70(5) Bruce Management(5) (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 shares. (2) In addition, Alpine also received 1,835,123 shares of the Stock in connection with the November 18, 1998, formation of McMoRan Exploration Co. by a combination of Freeport-McMoRan Sulphur Inc. and McMoRan Oil & Gas Co. (3) R. Bruce also acquired 31,036 shares of the Stock and 7,013 shares of the Stock issuable upon exercise of options in connection with the November 18, 1998, formation of McMoRan Exploration Co. by a combination of Freeport-McMoRan Sulphur Inc. and McMoRan Oil & Gas Co. (4) In addition, Keystone acquired 357,615 shares of the Stock in connection with the November 18, 1998, formation of McMoRan Exploration Co. by a combination of Freeport-McMoRan Sulphur Inc. and McMoRan Oil & Gas Co. (5) RBMC Trust also acquired 20,000 shares of the Stock in connection with the November 18, 1998, formation of McMoRan Exploration Co. by a combination of Freeport-McMoRan Sulphur Inc. and McMoRan Oil & Gas Co. Item 4. PURPOSE OF TRANSACTION. No material change. Item 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended and restated in its entirety as follows: (a) ALPINE The aggregate number of shares of the Stock that Alpine owns beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Act, is 2,356,023, which constitutes approximately 18.4% of the outstanding shares of the Stock. R. BRUCE Because of his positions as (i) one of two general partners of Alpine, (ii) principal of Bruce Management (which has shared investment discretion over the shares of the Stock owned by the Foundation), and (iii) trustee of RBMC Trust, and because of his individual ownership of 124,336 shares of the Stock and his individual ownership of options to purchase 7,013 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 2,788,172 shares of the Stock, which constitutes approximately 21.8% of the 12,812,351 shares of the 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 2,356,023 shares of the Stock, which constitutes approximately 18.4% of the outstanding shares of the Stock. CRANDALL Because of his positions as President and sole stockholder of Algenpar, one of two general partners of Alpine, and as a director of the Foundation, Crandall may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 2,618,823 shares of the Stock, which constitutes approximately 20.5% of the outstanding shares of the Stock. S. BRUCE Pursuant to Rule 13d-3 of the Act, S. Bruce may be deemed to be the beneficial owner of 45,100 shares of the Stock, which constitutes approximately 0.4% of the outstanding shares of the Stock. FOUNDATION The aggregate number of shares of the Stock that Foundation owns beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Act, is 262,800, which constitutes approximately 2.1% of the outstanding shares of the Stock. A. BASS Because of her position as a director of Foundation, A. Bass may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 262,800 shares of the Stock, which constitutes approximately 2.1% of the outstanding shares of the 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 535,715, which constitutes approximately 4.2% of the outstanding shares of the Stock. R. BASS Because of his positions as sole director of Keystone and as a director of Foundation, R. Bass may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 798,515 shares of the Stock, which constitutes approximately 6.2% of the outstanding shares of the Stock. RBMC TRUST The aggregate number of shares of the Stock that RBMC Trust owns beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Act, is 38,000, which constitutes approximately 0.3% 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 shares of the 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 2,356,023 shares of the Stock. R. 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 2,356,023 shares of the Stock. As principal of Bruce Management (which exercises shared investment discretion over the shares of the Stock owned by the Foundation), R. Bruce has shared power to vote or to direct the vote and to dispose or to direct the disposition of 262,800 shares of the 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 124,336 shares of the Stock. As trustee of RBMC Trust, Bruce has sole power to vote or to direct the vote and to dispose or to direct the disposition of 38,000 shares of the 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 2,356,023 shares of the 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 2,356,023 shares of the Stock. As one of three directors of Foundation, Crandall has shared power to vote or to direct the vote and to dispose or to direct the disposition of 262,800 shares of the Stock. S. BRUCE S. Bruce has sole power to vote or to direct the vote and to dispose or to direct the disposition of 45,100 shares of the Stock. FOUNDATION Acting through its three directors and R. Bruce (as principal of Bruce Management which exercises shared investment discretion over the shares of the Stock owned by the Foundation), Foundation has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 262,800 shares of the Stock. A. BASS As one of three directors of Foundation, A. Bass has shared power to vote or to direct the vote and to dispose or to direct the disposition of 262,800 shares of the Stock. KEYSTONE Acting through R. Bass, 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 535,715 shares of the Stock. R. BASS As sole director and President of Keystone, R. Bass has sole power to vote or to direct the vote and to dispose or to direct the disposition of 535,715 shares of the Stock. As one of three directors of Foundation, R. Bass has shared power to vote or to direct the vote and to dispose or to direct the disposition of 262,800 shares of the Stock. RBMC TRUST Acting through its trustee, RBMC Trust has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 38,000 shares of the Stock. (c) Since the last filing, Foundation has purchased shares of the Stock in open market transactions on the New York Stock Exchange as follows: NO. OF SHARES PRICE PER DATE PURCHASED SHARE 09/14/99 31,900 $21.03 09/15/99 3,600 21.29 09/16/99 200 21.30 09/17/99 27,000 21.01 09/20/99 1,500 21.42 09/24/99 22,800 20.60 09/27/99 22,900 21.13 09/28/99 8,700 21.12 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 shares since the last filing. (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 shares owned by such Reporting Person. (e) Not applicable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is hereby amended by adding the following at the end thereof: On October 1, 1999, the Reporting Persons and the Issuer entered into a Standstill Agreement dated effective as of August 5, 1999 (the "Standstill Agreement"). The description herein of the Standstill Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of the Standstill Agreement which is attached hereto as Exhibit 4.6. Pursuant to the Standstill Agreement, the Reporting Persons may not initiate, encourage or participate in any proxy solicitation or acquisition proposal related to the Issuer or call or seek to have called any meeting of the stockholders of the Issuer. In addition, to the extent that the Reporting Persons have the right to vote more than 25% of the outstanding shares of the Stock, the Standstill Agreement provides that the Reporting Persons will vote or cause to be voted all such shares in excess of 25% of all shares of the Stock then outstanding in accordance with the recommendation of the Board of Directors of the Issuer on all matters submitted to the stockholders for their approval. The Standstill Agreement shall be effective at any time that the Reporting Persons beneficially own 25% or more of the outstanding shares of the Stock. Except as set forth herein or in the exhibits filed herewith, there are no contracts, arrangements, understandings or relationships with respect to the shares of the capital stock of the Issuer owned by the Reporting Persons. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby amended and restated in its entirety as follows: Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(k)(1)(iii). Exhibit 4.6 -- Standstill Agreement dated effective as of August 5, 1999, between the Reporting Persons and the Issuer. 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: October 1, 1999 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 /s/ Susan C. Bruce SUSAN C. BRUCE 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) THE ANNE T. AND ROBERT M. BASS FOUNDATION (2) ANNE T. BASS (3) THE ROBERT BRUCE MANAGEMENT COMPANY, INC. DEFINED BENEFIT PENSION TRUST By: /s/ Robert W. Bruce III Robert W. Bruce III, Trustee (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. (2) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of The Anne T. and Robert M. Bass Foundation previously has been filed with the Securities and Exchange Commission. (3) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of Anne T. Bass previously has been filed with the Securities and Exchange Commission. EXHIBIT INDEX EXHIBIT DESCRIPTION 99.1 Agreement pursuant to Rule 13d-1(k)(1)(iii), filed herewith. 4.6 Standstill Agreement dated effective as of August 5, 1999, between the Reporting Persons and the Issuer. EX-99.1 2 JOINT FILING AGRMT FOR SCHED. 13D 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 /s/ Susan C. Bruce SUSAN C. BRUCE 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) THE ANNE T. AND ROBERT M. BASS FOUNDATION (2) ANNE T. BASS (3) THE ROBERT BRUCE MANAGEMENT COMPANY, INC. DEFINED BENEFIT PENSION TRUST By: /s/ Robert W. Bruce III Robert W. Bruce III, Trustee (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. (2) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of The Anne T. and Robert M. Bass Foundation previously has been filed with the Securities and Exchange Commission. (3) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of Anne T. Bass previously has been filed with the Securities and Exchange Commission. EX-4.6 3 STANDSTILL AGREEMENT Exhibit 4.6 STANDSTILL AGREEMENT AGREEMENT effective as of August 5, 1999 between McMoRan Exploration Co., a Delaware corporation (the "Company"), and Alpine Capital, L.P., Robert W. Bruce III, Algenpar, Inc., J. Taylor Crandall, Susan C. Bruce, Keystone, Inc., W.R. Cotham, Robert M. Bass, The Anne T. and Robert M. Bass Foundation, Anne T. Bass and The Robert Bruce Management Company, Inc. Defined Benefit Pension Trust (collectively, the "Stockholder"). ARTICLE 1 Definitions Section 1.1. Definitions. Unless otherwise specifically defined herein, each term used herein which is defined in the Rights Agreement (the "Rights Agreement") dated as of November 13, 1998, as amended, between the Company and Mellon Securities Trust Company, as Rights Agent, has the meaning assigned to such term in the Rights Agreement. In addition, the terms listed below have the following meanings: "Acquisition Proposal" means any offer or proposal for, or any indication of interest in, a merger or other business combination involving the Company or any Subsidiary of the Company or the acquisition of any equity interest in, or a substantial portion of the assets of, the Company or any Subsidiary of the Company (other than an offer or proposal which if consummated would not result in a Person and its Affiliates and Associates owning in excess of the Threshold Percentage). "SEC" means the Securities and Exchange Commission. "Stockholder Group" means the Stockholder and its Affiliates and Associates. ARTICLE 2 Covenants of the Stockholder Group Section 1.1. Certain Actions. Each member of the Stockholder Group will not, and will not permit any of its Affiliates or Associates to: (a) make, or take any action to solicit, initiate or encourage, an Acquisition Proposal; (b) "solicit", or become a "participant" in any "solicitation" of, any "proxy" (as such terms are defined in Regulation 14A under the Exchange Act) or written consent from any holder of Common Stock in connection with any vote on any matter, or agree or announce its intention to vote with any Person undertaking a "solicitation" or communicate with or seek to advise or influence any Person with respect to the voting of any Common Stock (in each case other than as recommended by the Board of Directors of the Company); (c) form, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any Common Stock (other than with other members of the Stockholder Group); (d) call or seek to have called any meeting of the stockholders of the Company; or (e) instigate or encourage any third party to do any of the foregoing. Section 1.2. Voting Arrangements. To the extent that the Common Stock as to which the members of the Stockholder Group, taken together, have the right to vote or direct the vote represents in the aggregate 25% or more of the Common Stock then outstanding, the members of the Stockholder Group shall take all necessary action to vote or cause to be voted all of such shares in excess of 25% of the Common Stock then outstanding in accordance with the recommendation of the Board of Directors of the Company on all matters submitted to the stockholders of the Company for their approval. Each member of the Stockholder Group shall cause all Common Stock owned by such member of the Stockholder Group or as to which it has the right to vote or to direct the vote to be represented, in person or by proxy, at all meetings of holders of Common Stock of which such member of the Stockholder Group has actual notice, so that such Common Stock may be counted for the purpose of determining the presence of a quorum at such meetings. ARTICLE 2 Effectiveness Section 2.1. Effectiveness. The parties agree that this Agreement shall be effective at any time that the members of the Stockholder Group beneficially own 25% or more of the Common Stock then outstanding. ARTICLE 3 Miscellaneous Section 3.1. Specific Performance. Each member of the Stockholder Group agrees that any breach of any provision of this Agreement would irreparably injure the Company and that money damages would be an inadequate remedy therefor. Accordingly, such member of the Stockholder Group agrees that the Company shall be entitled to one or more injunctions enjoining any such breach and requiring specific performance of this Agreement and consents to the entry thereof, in addition to any other remedy to which the Company is entitled at law or in equity. Section 3.2. Notices. All notices, requests and other communications to either party hereunder shall be in writing (including telecopy or similar writing) and shall be given, if to the Company, to: McMoRan Exploration Co. 1615 Poydras Street New Orleans, Louisiana 70112 Attention: Secretary Fax No.: (504) 582-4491 if to any member of the Stockholder Group, to: The Robert Bruce Management Co., Inc. P.O. Box 252 96 Spring Street South Salem, NY 10590 Attention: Robert W. Bruce III Fax No.: (914) 763-6079 or such other address or telecopier number as such party may hereafter specify for the purpose by notice to the other party hereto. Each such notice, request or other communication shall be effective when delivered at the address specified in this Section 4.02. Section 3.3. Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by each member of the Stockholder Group and the Company, or in the case of a waiver, by the party or parties against whom the waiver is to be effective. (b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. Section 3.4. Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense; provided that if the Company commences litigation in a court of competent jurisdiction against any member of the Stockholder Group in connection with an alleged breach of this Agreement by such member of the Stockholder Group and successfully establishes such a breach in such court, then the members of the Stockholder Group shall be jointly and severally liable for all out-of-pocket expenses, including, without limitation, the fees and expenses of counsel, incurred by the Company in connection with such litigation. Section 3.5. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Section 3.6. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the parties with respect thereto. No representation, inducement, promise, understanding, condition or warranty not set forth herein or therein has been made or relied upon by any of the parties hereto. Section 3.7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. McMoRan EXPLORATION CO. By: /s/ John G. Amato John G. Amato General Counsel 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 /s/ Susan C. Bruce SUSAN C. BRUCE 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 THE ANNE T. AND ROBERT M. BASS FOUNDATION ANNE T. BASS THE ROBERT BRUCE MANAGEMENT COMPANY, INC. DEFINED BENEFIT PENSION TRUST By: /s/ Robert W. Bruce III Robert W. Bruce III Trustee -----END PRIVACY-ENHANCED MESSAGE-----