-----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, RaavDydkAr2p9B6Xdz1UyTP2AfFSgn6Arq+HH8we9ZagOtvu3zWu5gRiH6KES8Lu h18R8WIYj5q92aE1ctx03g== 0000897423-99-000166.txt : 19990708 0000897423-99-000166.hdr.sgml : 19990708 ACCESSION NUMBER: 0000897423-99-000166 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990707 GROUP MEMBERS: CFW-C L P GROUP MEMBERS: CFW-C, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FREEPORT MCMORAN COPPER & GOLD INC CENTRAL INDEX KEY: 0000831259 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 742480931 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41332 FILM NUMBER: 99660250 BUSINESS ADDRESS: STREET 1: 1615 POYDRAS ST CITY: NEW ORLEANS STATE: LA ZIP: 70112 BUSINESS PHONE: 5045824000 FORMER COMPANY: FORMER CONFORMED NAME: FREEPORT MCMORAN COPPER COMPANY INC DATE OF NAME CHANGE: 19910114 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CFW-C L P CENTRAL INDEX KEY: 0001037055 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752597203 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3200 TEXAS COMMERCE TOWER STREET 2: 201 MAIN STREET CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173908465 MAIL ADDRESS: STREET 1: 201 MAIN ST., STE 3200 CITY: FT. WORTH STATE: TX ZIP: 76102 SC 13D/A 1 FREEPORT MCMORAN COPPER & GOLD, INC. SCHED. 13D, AMEND. NO. 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D** Under the Securities Exchange Act of 1934 (Amendment No. 3)* Freeport-McMoRan Copper & Gold, Inc. (Name of Issuer) Gold-Denominated Preferred Stock, Series II, Par Value $0.10 per share (Title of Class of Securities) 35671D881 (Cusip Number) W. Robert Cotham 201 Main Street, Suite 2600 Fort Worth, Texas 76102 (817) 390-8400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 2, 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(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 Reporting Person owns none of the Depositary Shares. 1. Name of Reporting Person: CFW-C, L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / / 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: -0- Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: -0- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 0.0% 14. Type of Reporting Person: PN 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 October 25, 1996, as amended by Amendment No. 1 dated August 21, 1998, as amended by Amendment No. 2 dated June 9, 1999 (the "Schedule 13D"), relating to the depositary shares representing 0.05 shares each of Gold-Denominated Preferred Stock, Series II, par value $0.10 per share (the "Depositary Shares"), of Freeport-McMoRan Copper & Gold, Inc. Unless otherwise indicated, all defined terms used herein shall have the same meanings respectively ascribed to them in the Schedule 13D. Item 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended and restated in its entirety as follows: (a) Reporting Person CFW-C CFW-C is not the beneficial owner of any Depositary Shares. Controlling Persons TMT TMT is not the beneficial owner of any Depositary Shares. Taylor Taylor is not the beneficial owner of any Depositary shares. To the best of the knowledge of the Reporting Person, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any Depositary Shares. (b) Reporting Person CFW-C CFW-C has no power to vote or to direct the vote or to dispose or to direct the disposition of any Depositary Shares. Controlling Persons TMT TMT has no power to vote or to direct the vote or to dispose or to direct the disposition of any Depositary Shares. Taylor Taylor has no power to vote or to direct the vote or to dispose or to direct the disposition of any Depositary Shares. (c) Since the last filing, the Reporting Person has effected the following transactions in the Depositary Shares: DATE NO. OF SHARES PRICE PER SHARE SOLD 07/02/99 340,000 $12.87 07/02/99 337,700 12.87 Except as set forth in this paragraph (c), to the best of the knowledge of the Reporting Person, none of the persons named in response to paragraph (a) has effected any transactions in Depositary Shares since the last filing. (d) The Reporting Person 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 Depositary Shares owned by such Reporting Person. (e) On July 2, 1999, the Reporting Person ceased to be the beneficial owner of 5% or more of the outstanding Depositary Units. 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 7, 1999 CFW-C, L.P. By: Thomas M. Taylor & Co., managing general partner By: /s/ A.A. Butler A.A. Butler, Vice President EXHIBIT INDEX EXHIBIT DESCRIPTION 99.1 Agreement and Power of Attorney pursuant to Rule 13d-1(k)(1)(iii), previously filed. 99.2 Agreement and Power of Attorney pursuant to Rule 13d-1(k)(1)(iii), previously filed. -----END PRIVACY-ENHANCED MESSAGE-----