UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 14, 2008
McMoRan Exploration Co.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-07791 | | 72-1424200 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
| 1615 Poydras Street | |
| New Orleans, Louisiana | 70112 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (504) 582-4000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.03. Material Modification to Rights of Security Holders.
(a) The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) On November 13, 2008, the Rights Agreement, dated as of November 13, 1998, between McMoRan Exploration Co. (the Company) and ChaseMellon Shareholder Services, L.L.C., as successor to Mellon Securities Trust Company (the Rights Agreement), as amended by Amendment No. 1 to the Rights Agreement dated as of December 28, 1998, expired in accordance with its terms. In connection with the expiration of the Rights Agreement, on November 14, 2008, the Company filed a Certificate of Elimination (the Certificate of Elimination) with the Secretary of State of Delaware to eliminate all references in the Company’s Amended and Restated Certificate of Incorporation to its Series A Participating Cumulative Preferred Stock. A copy of the Certificate of Elimination is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
3.1 Certificate of Elimination of Series A Participating Cumulative Preferred Stock.
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 hereunto duly authorized.
| | McMoRan Exploration Co. |
| | |
| | By: /s/ Nancy D. Parmelee |
| | Nancy D. Parmelee |
| | Senior Vice President, Chief Financial Officer |
| | and Secretary |
| | (authorized signatory and Principal |
| | Financial Officer) |
| | |
| | |
| | |
| Date: November 14, 2008 | |
McMoRan Exploration Co.
Exhibit Index
Exhibit Number
3.1 Certificate of Elimination of Series A Participating Cumulative Preferred Stock.
