SC 13D/A 1 a08-16888_1sc13da.htm SC 13D/A

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

McMoRan Exploration Co.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

582411104

(CUSIP Number)

 

Jeffrey A. Safchik
2601 South Bayshore Drive, Suite 800
Coconut Grove, FL 33133
(305) 858-8119

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

June 13, 2008

(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. o

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

 

Persons who 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.

 



 

 

CUSIP No.   582411104

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entity only).
K1 Ventures Limited

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

N/A

 

 

(b)

N/A

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Singapore

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
2,309,000

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
2,309,000

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,309,000

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   N/A

 

 

13.

Percent of Class Represented by Amount in Row (11)
3.91%(1)

 

 

14.

Type of Reporting Person (See Instructions)
HC

(1)           Based on approximately 59.1 million shares of Common Stock of the Issuer outstanding as of May 31, 2008.

 

2



 

                This Amendment No. 2 amends the Schedule 13D filed on December 16, 2002 (the “Schedule 13D”), as amended by Amendment No. 1 to the Schedule 13D filed on September 30, 2003, to report the disposition of 2,379,235 shares of Common Stock of the Issuer.  As a result of this disposition, we have ceased to beneficially own more than 5% of the shares of Common Stock of the Issuer.  Accordingly, this Amendment No. 2 shall be considered our exit filing.

 

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), (c) and (f) This statement is filed by k1 Ventures Limited, a company incorporated in the Republic of Singapore (the “Reporting Person”), the direct parent of k1 Ventures (HK) Limited, a company organized under the laws of Hong Kong (“Sub”), and indirect parent of K-1 USA Energy Production Corporation, a corporation organized under the laws of the State of Delaware (“K-1 USA”), the entities that acquired the Common Stock.

 

The address of the Reporting Person’s principal business office is 1 HarbourFront Avenue #16-06 Keppel Bay Tower, Singapore 098632. The address of Sub’s principal business office is 26th Floor, Citicorp Centre, 18 Whitfield Road, Causeway Bay, Hong Kong. The address of K-1 USA’s principal business office is 2601 South Bayshore Drive, Suite 800, Coconut Grove, FL 33133. The Reporting Person is an investment firm that invests in a wide range of investments across diverse sectors, and is domiciled and incorporated in the Republic of Singapore.

 

The names, business addresses and citizenship of the directors and executive officers of the Reporting Person are as follows:

 

Name

 

Citizenship

 

Present Principal Occupation

 

Business Address

Steven Jay Green

 

U.S.

 

Chairman and CEO of the Reporting Person

 

2601 S. Bayshore Drive
Suite 800
Coconut Grove, FL 33133

 

 

 

 

 

 

 

Jeffrey A. Safchik

 

U.S.

 

Chief Financial Officer and COO of the Reporting Person

 

2601 S. Bayshore Drive
Suite 800
Coconut Grove, FL 33133

 

 

 

 

 

 

 

Kamal Bahamdan

 

Saudi Arabia

 

Managing Partner of the BV Group

 

1 HarbourFront Avenue
#16-06 Keppel Bay Tower
Singapore 098632

 

3



 

Choo Chiau Beng

 

Singapore

 

Senior Executive Director, Keppel Corporation Ltd.

 

1 HarbourFront Avenue
#16-06 Keppel Bay Tower
Singapore 098632

 

 

 

 

 

 

 

Lee Suan Yew

 

Singapore

 

Medical Practitioner

 

1 HarbourFront Avenue
#16-06 Keppel Bay Tower
Singapore 098632

 

 

 

 

 

 

 

Lim Chee Onn

 

Singapore

 

Executive Chairman, Keppel Corporation Ltd.

 

1 HarbourFront Avenue
#16-06 Keppel Bay Tower
Singapore 098632

 

 

 

 

 

 

 

Yong Pung How

 

Singapore

 

 

 

1 HarbourFront Avenue
#16-06 Keppel Bay Tower
Singapore 098632

 

 

 

 

 

 

 

Tan Teck Meng

 

Singapore

 

Professor of Accounting, Singapore Management University

 

1 HarbourFront Avenue
#16-06 Keppel Bay Tower
Singapore 098632

 

 

 

 

 

 

 

Teo Soon Hoe

 

Singapore

 

Senior Executive Director and Group Finance Director, Keppel Corporation Ltd.

 

1 HarbourFront Avenue
#16-06 Keppel Bay Tower
Singapore 098632

 

(d)     None of the entities or natural persons identified in this Item 2 have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the past five years.

 

(e)     None of the entities or natural persons identified in this Item 2 have 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.

 

Item 3.                    Source and Amount of Funds or Other Consideration.

 

                N/A

 

Item 4.                    Purpose of Transaction.

 

                The Reporting Person (through its subsidiaries) continues to hold the Common Stock reported herein for investment purposes. Depending on market conditions and other factors that the Reporting Person may deem material to its respective investment decisions, the Reporting Person (or its subsidiaries) may purchase additional shares in the open market or in private transactions. Depending on these same factors, the Reporting Persons may sell all or a portion of the shares on the open market or in private transactions.

 

4



 

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 control 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.

 

Item 5.                    Interest in Securities of the Issuer.

 

(a), (b), and (d)  The aggregate number of shares of Common Stock of the Issuer that the Reporting Person owns beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Securities Act of 1933, as amended, is 2,309,000. The Reporting Person has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 2,309,000 shares of the Common Stock. The Reporting Person affirms that no person other than the 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 the Reporting Person.

 

(c)           Effective June 13, 2008, in accordance with the terms of an agreement between the Issuer and K-1 USA, K-1 USA acquired an aggregate of 636,811 shares of Common Stock of the Issuer upon the cashless exercise of warrants at the exercise price per warrant of $5.25. Additionally, effective June 13, 2008, the Reporting Person sold an aggregate of 2,379,235 shares of the Common Stock of the Issuer at a per share price of $29.45.

 

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

 

                June 13, 2008

 

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

 

N/A

 

Item 7.                    Material to be Filed as Exhibits.

 

None.

 

 

5



 

 

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.

 

 

 

k1 Ventures Limited

 

 

 

 

 

 

June 17, 2008

 

/s/ Jeffrey A Safchik

Date

 

Jeffrey A Safchik

 

 

Chief Financial Officer & COO

 

 

 

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)

 

 

6