UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 2)
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
or
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
Commission file number 001-07791
McMoRan Exploration Co.
(Exact name of registrant as specified in its charter)
Delaware
72-1424200
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
1615 Poydras Street
New Orleans, Louisiana
70112
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (504) 582-4000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class
on which registered
Common Stock, Par Value $0.01 Per Share
New York Stock Exchange
Preferred Stock Purchase Rights
New York Stock Exchange
6% Convertible Senior Notes due 2008
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
Yes [X] No [ ]
The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $126,573,000 on March 1, 2004, and was approximately $103,878,000 on June 30, 2003.
On March 1, 2004, there were issued and outstanding 17,094,333 shares of the registrant's Common Stock, par value $0.01 per share, and on June 30, 2003 there were issued and outstanding 16,696,476 shares.
DOCUMENTS INCORPORATED BY REFERENCE
None
EXPLANATORY NOTE
The purpose of this Amendment No. 2 to the Annual Report on Form 10-K of McMoRan Exploration Co. for the year ended December 31, 2003 (the “Original Form 10-K”) is solely to amend Item 9A. The remainder of the Original Form 10-K is unchanged and is not reproduced in this Amendment No. 2.
This Amendment No. 2 continues to reflect circumstances as of the date of the Original Form 10-K and does not reflect events occurring after the filing of the Original Form 10-K or modify or update those disclosures in any way.
Item 9A. Controls and Procedures
(a) Evaluation of disclosure controls and procedures. Our chief executive officer and chief financial officer, with the participation of management, have evaluated the effectiveness of our “disclosure controls and procedures” (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934) as of the end of the period covered by this annual report on Form 10-K. Based on their evaluation, they have concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to McMoRan (including our consolidated subsidiaries) required to be disclosed in our periodic SEC filings.
(b) Changes in internal controls. There has been no change in our internal control over financial reporting that occurred during the fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.
SIGNATURE
------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
McMoRan Exploration Co.
By: /s/ C. Donald Whitmire, Jr.
------------------------------------
C. Donald Whitmire, Jr.
Vice President & Controller –
Financial Reporting
(authorized signatory and
Principal Accounting Officer)
March 21, 2005
McMoRan Exploration Co.
Exhibit Index
Exhibit
Number
31.1 | Certification of Principal Executive Officer pursuant to Rule 13a–14(a)/15d-14(a). |
31.2 | Certification of Principal Financial Officer pursuant to Rule 13a–14(a)/15d-14(a). |
32.1 | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350. |
32.2 | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350. |
