-----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, AnGFZlNv6b1XJsYJjKmzXW6O905CjIhi3oz4Maurg0vkrvoiSPprcgzxxAH1krhW guLKibiYZGd8XNkSGxEWxA== 0000906280-03-000004.txt : 20030103 0000906280-03-000004.hdr.sgml : 20030103 20030103125321 ACCESSION NUMBER: 0000906280-03-000004 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MOFFETT JAMES R CENTRAL INDEX KEY: 0001168167 FILING VALUES: FORM TYPE: SC 13D/A 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: 1934 Act SEC FILE NUMBER: 005-54951 FILM NUMBER: 03502255 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: HORN SILVER MINES CO DATE OF NAME CHANGE: 19720620 FORMER COMPANY: FORMER CONFORMED NAME: MCMORAN EXPLORATION CO DATE OF NAME CHANGE: 19790223 FORMER COMPANY: FORMER CONFORMED NAME: MCMORAN OIL & GAS CO DATE OF NAME CHANGE: 19970707 SC 13D/A 1 sc13d.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

McMoRan Exploration Co.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

582411104

(CUSIP Number)

Douglas N. Currault II

1615 Poydras Street

New Orleans, Louisiana 70112

(504) 582-8412

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 28, 2002

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box □.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 1746 (11-02)

CUSIP No. 582411104
1.	Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entity only). James R. Moffett
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b)
3.	SEC Use Only
4.	Source of Funds (See Instructions)			PF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.	Citizenship or Place of Organization			United States
	Number of Shares Beneficially Owned by Each Reporting Person with	7.	Sole Voting Power	774,341
		8.	Shared Voting Power	551,621
		9.	Sole Dispositive Power	774,341
		10.	Shared Dispositive Power	551,621
11.	Aggregate Amount Beneficially Owned by Each Reporting Person			1,325,962
12.	Check if the Aggregate Amount in Row (11) Excludes Shares (See Instructions)			N/A
13.	Percent of Class Represented by Amount in Row (11)			7.8%⁽¹⁾
14.	Type of Person Reporting (See Instructions)			IN

(1) Based on 16,111,514 shares of Common Stock of the Issuer outstanding as of November 30, 2002, plus options to acquire 774,341 shares of Common Stock of the Issuer held by the Reporting Person and preferred stock convertible into 159,563 shares of Common Stock of the Issuer held by the Reporting Person.

This Amendment No. 1 amends the Schedule 13D filed on July 3, 2002 (the "Original Schedule 13D") on behalf of James R. Moffett (the "Reporting Person") and updates the Original Schedule 13D to reflect additional purchases of Common Stock and the scheduled vesting of certain employee stock options.

Item 1.

Security and Issuer.

This statement relates to the common stock, par value $0.01 per shares (the "Common Stock"), of McMoRan Exploration Co. (the "Issuer"), a Delaware corporation. The address of the principal executive offices of the Issuer is 1615 Poydras Street, New Orleans, Louisiana 70112.

Item 2.

Identity and Background.

(a), (b), and (c) This statement is filed by James R. Moffett (the "Reporting Person"). The business address of the Reporting Person is 1615 Poydras Street, New Orleans, Louisiana 70112. James R. Moffett is Co-Chairman of the Board of the Issuer, which is engaged in the exploration, development and production of oil and gas offshore in the Gulf of Mexico and onshore in the Gulf Coast region.

(d) The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the past five years.

(e) The Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the past five years.

(f) The Reporting Person is a United States citizen.

Item 3.

Source and Amount of Funds or Other Consideration.

On January 28, 2002, and in exchange for Mr. Moffett’s agreement to forgo all cash compensation during 2002, the Issuer granted Mr. Moffett immediately exercisable options to acquire 375,000 shares of Common Stock. This grant increased Mr. Moffett’s beneficial ownership of the Common Stock from 4.2 % to 6.3%.

On June 21, 2002, Moffett Holdings, L.L.C., a limited liability company of which Mr. Moffett is a member ("Moffett Holdings"), used $767,500 of its own funds to purchase 5% convertible preferred stock of the Issuer for $25.00 per share. Subsequently, on June 28, 2002, Moffett Holdings used $101,022 of its own funds to purchase an additional 23,500 shares of Common Stock. This purchase increased Mr. Moffett’s beneficial ownership of the Common Stock to 7.3%.

On July 3, 2002, Moffett Holdings used $127,653 of its own funds to purchase an additional 30,036 shares of Common Stock. In addition, the following employee stock options have vested since the filing of the Original Schedule 13D or will vest within 60 days of the date of this report:

Vesting Date	No. of Shares
11/02/02	12,500
1/28/03	31,250
1/29/03	31,250
2/01/03	12,500

The July 3, 2002, purchase and the scheduled vesting of the employee stock options noted above increased Mr. Moffett's beneficial ownership of the Common Stock to 7.8%.

Item 4.

Purpose of Transaction.

The Issuer registered for sale 1,400,000 shares of its 5% convertible preferred stock with the Securities and Exchange Commission on June 18, 2002. Moffett Holdings purchased 30,700 of such shares in the offering for investment purposes. These 30,700 shares of preferred stock are convertible into 159,563 shares of Common Stock (0.98% of the outstanding Common Stock as of the date of this report). In addition, Moffett Holdings purchased another 23,500 shares of Common Stock for investment purposes on June 28, 2002, and 30,036 shares of Common Stock for investment purposes on July 3, 2002.

As of the date hereof, there are no plans or proposals that the Reporting Person has that relate to or would result in (a) the acquisition of securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s certificate of incorporation, by-laws, or other instruments corresponding thereto or other actions that may impede the acquisition of contro l of the Issuer by any person; (h) causing any change in the trading market of any class of securities of the Issuer; (i) a class of equity securities of the Issuer becoming eligible for termination of registration under the Securities Exchange Act of 1934; or (j) any action similar to any of the matters enumerated above. James R. Moffett is Co-Chairman of the Board of the Issuer. In the course of performing his duties for the Issuer, Mr. Moffett may discuss one or more of the matters enumerated above with the directors of the Issuer or the Issuer’s management or may formulate a plan or proposal relating to one or more of the matters enumerated above.

Item 5.

Interest in Securities of the Issuer.

(a), (b), and (d) As of the date hereof, James R. Moffett is the beneficial owner of 1,325,962 shares of the Common Stock, which is approximately 7.8% of the outstanding shares of the Common Stock. Mr. Moffett has the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of 774,341 of such shares, which he has the right to acquire within 60 days upon the exercise of stock options. He shares the power to vote or to direct the vote and shares the power to dispose or to direct the disposition of 551,621 of such shares. All of such 551,621 shares as to which Mr. Moffett shares voting and investment power are held by Moffett Holdings, which has the right to receive dividends from, and the proceeds from the sale of, such shares. A total of 159,563 of such shares are issuable upon the conversion of convertible preferred stock.

(e) Date the Reporting Person ceased to beneficially own more than 5% of shares:

Not applicable

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to

Securities of the Issuer.

The Reporting Person is the Co-Chairman of the Board of the Issuer. As of the date hereof, the Reporting Person has the right to acquire 774,341 shares of Common Stock upon the exercise of options granted pursuant to the Issuer’s stock option plans.

Item 7.

Material to be Filed as Exhibits.

None.

SIGNATURE

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.

January 2, 2003		/s/ James R. Moffett
Date		James R. Moffett

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact

constitute Federal criminal violations (See 18 U.S.C. 1001)
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Item 3.	Source and Amount of Funds or Other Consideration.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.